Terms and Conditions

Terms and Conditions

These are the Terms and Conditions on which Elbon Consulting Services Pty Ltd (ABN 57 084 783 175) (Trading as Height Safety Engineers and Firefect) will provide the Training Services to you. Please read them carefully.

1 Training Services

1.1 Training Services
(a) Elbon Consulting Services will perform the Training Services in accordance with the terms and conditions of this Agreement, and warrants that:
(i) it has all the necessary licences and registrations to perform the Training Services;
(ii) the Training Services will be provided with due care and skill in a safe, professional and competent manner; and
(iii) its Personnel are suitably qualified and experienced to perform the Training Services.
(b) When using or accessing your premises or facilities, Elbon Consulting Services will comply with all applicable policies, procedures and security requirements in operation at those premises or facilities as notified by you.

1.2 Compliance with laws
Each party must comply with all applicable laws in relation to the Training Services.

2 Your responsibilities

2.1 You must provide Elbon Consulting Services and its Personnel with all assistance, including safe and appropriate access to your premises and facilities, as reasonably necessary for Elbon Consulting Services to perform the Training Services.

2.2 When using or accessing Elbon Consulting Services premises or facilities, you must (and must ensure that the Participants) comply with all applicable policies, procedures and security requirements in operation at those premises or facilities as notified by us.

2.3 You must promptly notify Elbon Consulting Services of any personal injury or serious incident relating to the Training Services.

2.4 Where a Participant, in the reasonable opinion of Elbon Consulting Services, is acting inappropriately, Elbon Consulting Services may immediately remove that Participant from the Training Course, without a refund of the Fees.

2.5 If a Training Course is provided online you must ensure that your systems meet the minimum system requirements as advised by Elbon Consulting Services, otherwise Elbon Consulting Services may not be able to provide the Training Course.

3 Fees and GST

3.1 Fees
(a) All fees are charged in Australian dollars (AUD) and will appear on your bank statement as 'Elbon Group of Companies Pty Ltd'
(b) You must pay Elbon Consulting Services the Fees and any other amounts payable by you under this Agreement 7 days prior to the commencement of Training Services being delivered.
© If you genuinely dispute an invoiced amount, you need not pay the disputed amount until the dispute is resolved, however you must pay all undisputed amounts by the due date.

3.2 GST
(a) Unless expressly stated otherwise, all amounts payable for any supply under this Agreement are exclusive of GST. If GST is payable on a taxable supply made under this Agreement and the recipient of that supply receives a tax invoice for that supply, the recipient must pay the GST to the supplier (without deduction or set-off) at the same time as the consideration for the supply is payable.
(b) If a party is entitled to be reimbursed or indemnified under this Agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the party is entitled to an input tax credit. In this clause, terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act.

4 Cancellations, Re-scheduling and Refunds

4.1 Cancellations and Refunds
(a) If you wish to cancel a Training Course, you must provide Elbon Consulting Services with at least 7 Business Days' prior written notice before the relevant Training Course start date.
(b) If you cancel the Training Course and provide less than 7 Business Days' notice, you must pay the following cancellation charge in lieu of a refund:
(i) if you give less than 7 Business Days' notice, a cancellation charge of 50% of the Fees will apply and the remaining balance will be refunded;
(ii) if you give less than 3 Business Days' notice, a cancellation charge of 100% of the Fees will apply; or
© Elbon Consulting Services may cancel or reschedule a Training Course for convenience at any time on prior written notice to you. If Elbon Consulting Services cancels a Training Course under this clause, we will refund any Fees paid by you for the cancelled Training Course.

4.2 Re-scheduling
If you wish to re-schedule a Training Course to another agreed training date, you must provide Elbon Consulting Services with at least 5 Business Days' prior written notice.

5 Confidentiality

5.1 Confidentiality
Each party must keep the other party’s Confidential Information confidential, and must not disclose it to any person, except:
(a) with the written consent of the other party;
(b) to its Personnel and professional advisors on a ‘need-to-know’ and confidential basis;
© if disclosure is required by law or the rules of any stock exchange; or
(d) in the case of Elbon Consulting Services, to any Government Authority for any legitimate government purpose.

5.2 Return of Confidential Information
On termination or expiry of this Agreement each party must, at the other party’s request, promptly return or destroy all copies of the other party’s Confidential Information in its possession or control, except to the extent it needs to retain the other party’s Confidential Information for record keeping purposes or to comply with any applicable law.

6 Intellectual Property Rights

6.1 You acknowledge and agree that Elbon Consulting Services (or its licensors) owns all Intellectual Property Rights in the Training Material and any other material created by, or on behalf of, Elbon Consulting Services in relation to the Training Services.

6.2 Elbon Consulting Services grants you a royalty free, non-exclusive and non-transferable licence to use the Training Material for the sole purpose of obtaining the full benefit of the Training Services.

6.3 Except as expressly permitted under this Agreement, you must not:
(a) copy, modify or reproduce any of the Training Material;
(b) record or transmit any of the Training Services or Training Material;
© reverse engineer, reverse compile or disassemble any software used to provide the Training Services; or
(d) licence, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Training Material.

7 Insurance

7.1 Elbon Consulting Services must effect and maintain, at its own cost, the following insurance coverage:
(a) public and product liability insurance for at least $10 million per occurrence;
(b) professional indemnity insurance for least $5 million per occurrence; and
© workers' compensation insurance as required by law.

7.2 If requested by you, Elbon Consulting Services will provide you with satisfactory evidence that the above insurance coverage has been effected and is current.

8 Liability

8.1 Neither party will be liable to the other party under this Agreement (whether arising under statute, common law, tort (including negligence), breach of contract or otherwise) for any indirect or consequential loss or damage, loss of profits, business opportunities, goodwill or likely savings.

8.2 To the maximum extent permitted by law, Elbon Consulting Services total aggregate liability arising from or in connection with this Agreement (whether arising under statute, common law, tort (including negligence), breach of contract or otherwise), is limited to the total Fees payable to Elbon Consulting Services under this Agreement.

8.3 Elbon Consulting Services' liability will be reduced to the extent that any loss or damage is caused or contributed to by you.

9 Force Majeure

9.1 A party will not be liable for any delay or failure to perform its obligations under this Agreement (except for an obligation to pay the fees and charges) to the extent it is caused by an event outside of its reasonable control, provided it takes all reasonable steps to resume compliance as soon as possible.

10 Termination

10.1 Termination by either party
A party may terminate this Agreement at any time by written notice to the other party, if the other party:
(a) commits a breach of this Agreement that is capable of remedy, and fails to remedy that breach within 14 days of receiving notice of that breach;
(b) commits a breach of this Agreement that is not capable of remedy; or
© is affected by an Insolvency Event.

10.2 Consequences of termination or expiry
(a) On termination or expiry of this Agreement, you must immediately cease using the Training Material.
(b) Termination or expiry of this Agreement does not affect any accrued rights or remedies a party may have.
© Clauses 5, 6, 8, 10.3, 11 and 12 survive termination or expiry of this Agreement.

11 Dispute Resolution

11.1 If a dispute arises under this Agreement, a party must give written notice of the dispute to the other party, setting out the details of the dispute. The parties must attempt to resolve the dispute in good faith within 20 Business Days following receipt of the notice of dispute, or such longer period agreed by the parties.

11.2 If the parties are unable to resolve the dispute within the specified time, they must try to resolve it by mediation.

11.3 Each party must follow the dispute resolution process in this clause 11 before starting arbitration or court proceedings (except for urgent injunctive or declaratory relief). Notwithstanding any dispute, the parties must continue to perform their obligations under this Agreement.

12 General

12.1 Entire agreement
This Agreement constitutes the entire agreement between the parties as to its subject matter, and supersedes any prior understanding, representation or agreement between the parties.

12.2 Governing law
This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

12.3 Relationship of the parties
The relationship of the parties is that of independent contractors and nothing in this Agreement is to be treated as creating an employer/employee relationship, agency, partnership or joint venture between the parties.

12.4 Variation
This Agreement may only be varied by written agreement between the parties.

12.5 Severability
If any clause (or part of any clause) in this Agreement is held by a court to be illegal, void or unenforceable, that clause (or part of a clause) is to be regarded as having been deleted from this Agreement, and this Agreement otherwise remains in full force and effect.