THIS SERVICE AGREEMENT ("Agreement") is made and entered into on the date of program purchase, between Raire Group Pty Ltd at Level 20, 15 Castlereagh Street, Sydney, NSW, 2000 ("Service Provider"), and the Client enrolling in training services ("Client").
- DEFINITIONS AND INTERPRETATION
In this Agreement, the following terms shall have the meanings ascribed to them below:
1.1. "Confidential Information" means all information disclosed by one party to the other, whether before or after the execution of this Agreement, concerning the business, operations, or affairs of the disclosing party that is not publicly known.
1.2. "Deliverables" means the tangible and intangible outputs resulting from the Services, including but not limited to reports, analyses, and training materials.
1.3. "Effective Date" means the date of last signature of this Agreement.
1.4. "Intellectual Property Rights" means ideas, patents, trademarks, service marks, trade names, copyright, design rights, templates, inventions, know-how, and all other forms of intellectual property, whether registered or unregistered.
1.5. "Services" means the business analysis, business advisory, and team training programs to be provided by the Service Provider as described in Exhibit A attached to this Agreement.
1.6. "Term" means the duration of this Agreement as defined in Section 3.
1.7. “Interpretation”: References to Sections and Exhibits are to sections and exhibits of this Agreement; headings are for convenience only and do not affect interpretation.
- BASIS OF AGREEMENT
2.1. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
2.2. This Agreement may only be amended by written agreement of both parties.
- TERM
This Agreement shall commence on the Effective Date which automatically applies from the date payment is made and shall continue in force for the Contract Term unless terminated earlier in accordance with the provisions of this Agreement.
- SCOPE OF SERVICES
4.1. The Service Provider agrees to perform the Services in accordance with the program purchased.
- PRICING AND PAYMENT
5.1. Fees: The total fee for the Services provided under this Agreement, are required to secure your booking. This fee is based on the scope of work agreed upon between the Service Provider and the Client. Additional fees may apply for services not included in the initial scope of work.
5.2. Payment Schedule: Should a payment schedule be arranged, the final balance is due the week prior to the service delivery week. The Service Provider shall charge accordingly, by either charging automatically, or sending invoices separately.
5.3. No Refunds Policy: Once services are contracted for, the Client is responsible for the full payment of fees for the entire scope of work. The Service Provider shall not be obligated to refund any fees paid or payable under any circumstances, including, but not limited to, the cancellation of services by the Client or any adjustment to the scope of work initiated by the Client after the commencement of services. This includes deposits.
5.4. Full Balance Due: Notwithstanding any partial payments or instalment arrangements that may be agreed upon, all fees are fully payable for the work agreed upon between the Service Provider and the Client as outlined in this Agreement, regardless of the stage of completion. In the event of contract termination by either party or any dispute arising, the full balance remains due and payable.
5.5. Consequences of Non-Payment: Persistent failure to make timely payments constitutes a material breach of this Agreement. In addition to the late fees, the Service Provider may suspend all Services until payment is made in full. Furthermore, if any invoice remains unpaid for more than 14 days, the Service Provider reserves the right to terminate this Agreement and seek legal remedies for the recovery of all outstanding amounts, including but not limited to, initiating legal proceedings. The Client will be responsible for all costs and expenses incurred by the Service Provider in pursuing such remedies, including reasonable attorneys' fees.
5.6. Late payments shall incur a late fee of 10% per month on the outstanding balance.
- CLIENT OBLIGATIONS
6.1. The Client shall cooperate with the Service Provider by providing access to relevant information, personnel, and facilities as reasonably required to perform the Services.
6.2. The Client is responsible for ensuring that any information it provides is accurate and complete.
- SERVICE PROVIDER OBLIGATIONS
7.1. The Service Provider shall perform the Services with reasonable skill, care, and diligence in accordance with industry standards.
7.2. The Service Provider shall comply with all applicable regulations, and codes of practice in performing the Services.
7.3. The Service Provider shall deliver material in a coaching and training format and is not responsible for overall business revenue or outcomes, both tangible and non-tangible.
- INTELLECTUAL PROPERTY
8.1. All Intellectual Property Rights in the Deliverables, excluding any Client materials incorporated therein, shall be owned by the Service Provider. The Service Provider grants the Client a non-exclusive, non-transferable license to use the Deliverables for its internal business purposes. Sharing of such materials is strictly prohibited.
8.2. The Client acknowledges that the Service Provider may use and incorporate into the Deliverables materials and methodologies proprietary to the Service Provider.
- CONFIDENTIALITY
9.1. The Client agrees to keep confidential and not disclose information to any third party without the prior written consent of the Service Provider.
9.2. The obligations of confidentiality shall not apply to information that;
(i) is or becomes public knowledge other than by breach of this clause, or
(ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure, or
- LIABILITY AND INDEMNITY
10.2. The Client shall indemnify the Service Provider against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other reasonable professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with the Client's breach of this Agreement.
- DISPUTE RESOLUTION
11.1. The parties shall use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.
11.2. If any such dispute cannot be settled amicably through ordinary negotiations by the relevant parties, the dispute shall be referred to arbitration by a single arbitrator appointed by agreement between the parties or (in default) nominated on the application of either party.
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. The parties irrevocably agree that the courts of New South Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.
- MISCELLANEOUS
13.1. Notices: Any notice required to be given under this Agreement shall be in writing or email.
By proceeding with enrolling in training programs, you agree to the above in its entirety.