Consulting Agreement

JW Training & Coaching ABN 83 649 895 652

1. Background

Thank you for visiting our Consulting Agreement (Agreement). We are JW Training & Coaching ABN 83 649 895 652 (we, us, our and other similar terms) of PO Box 196 Salisbury QLD 4107. We seek to deliver exceptional consultancy services that provide a complete ‘How to Guide’ for individuals wanting to efficiently manage and operate their own sole-trader NDIS support worker or service business.

When we refer to you (you, your and other similar terms) we are referring to the person who entered into this Agreement with us.

This Agreement governs our business arrangement with you. By signing up for one of our Packages, you agree to comply with and be bound by this Agreement.

2. Disclaimer

You acknowledge and agree we provide services to coach and mentor you to achieve your goals, however, you are solely responsible for creating your own results and for ensuring you are compliant with any applicable laws related to any business you run. We make no warranty or representations as to the accuracy, results or your compliance with any particular law or regulation based upon the content we deliver to you. We are not a Registered Training Organisation nor do we provide Vocational Educational and Training.
You further acknowledge and agree that the content delivered by us is for informational purposes only and are not provided as financial or legal advice.

They are not a substitution for professional financial or legal advice and are to be used or relied on at your own risk. We do not recommend disregarding the advice of such professionals because of something you have read or heard from us.

3. Agreement

3.1 Acceptance

By completing a Booking Form, you agree to comply with and be legally bound by the terms and conditions of this Agreement. This Agreement commences when you pay the invoice and continues until the Services are delivered, unless terminated earlier in accordance with clause 13.

3.2 About this Agreement

Throughout this Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 16. They aid to clarify the terms and conditions. Please feel free to email us at info@jwtrainingandcoaching.com.au if you have any questions regarding this Agreement.

4. Our rights and responsibilities

4.1 Services

We will provide the Services and deliver the Deliverables to you:
(a) in accordance with the terms and conditions of this Agreement and as set out in the Package;
(b) diligently, ethically, soberly and honestly; and
(c) in compliance with all relevant laws including State and Federal laws and local government laws and regulations.
Service will be provided during the times and at the location specified in the Package or as otherwise agreed in writing between the parties.

4.2 Right to sub-contract

We may appoint a Representative to provide all or part of the Services without notifying you. Any such Representative we appoint will be bound by the same obligations as us.

5. Your responsibilities

You agree that while attending any session with us, you will conduct yourself and deal with our Representatives and other participants in a professional business-like manner and where you do not you may be required to leave or we may cease providing the services to you.

You must not use any Deliverables, the Services or any of our Intellectual Property to develop services which compete with ours and must not use any of our Intellectual Property for any purpose other than the Permitted Purpose.

6. Re-scheduling and Force Majeure

6.1 Re-scheduling

We may reschedule or alter the location of any events including by moving events online or, where applicable, making recordings of the events and distributing them to participants who cannot attend.
Unless otherwise agreed in advance, if you do not attend our events, workshops or one on one consultations, those services will not be re-supplied.

6.2 Force Majeure Event

If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties’ obligations under this Agreement, other than an obligation to pay the Fees, are suspended for the duration of and to the extent that they are affected by the Force Majeure. However, either party may end this Agreement if the Force Majeure continues to affect the rights and obligations of parties, under this Agreement, for more than 60 days.

7. Payment

We may provide a range of payment options for our Packages. Payment options may include discounted prices or payment plans made available at our sole and absolute discretion.

Subject to any Non-Excludable Conditions, we do not provide refunds once we enter into this Agreement with you.

You must pay the Fees in accordance with the Payment Terms. Unless expressly stated otherwise in this Agreement all amounts referred to are GST exclusive.

8. Warranties and Responsibilities

8.1 Warranties as to capacity

Each party represents and warrants to the other: it has full power and authority to execute this Agreement and observe and perform all of its obligations herein; it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement; and it is not insolvent and no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to all or any of its affairs or material assets.

8.2 Service limitations

We will use reasonable efforts in providing the Services, however other than as set out in this Agreement and to the fullest extent permitted at law we do not take any responsibility for faults, delays, or interruptions to the Services caused by:
(a) the action, or inaction of any third party;
(b) the action, operation, inaction, or failure of any third party service, software, or equipment;
(c) any Event of Force Majeure; or
(d) any weather event which prevents the provision of the Services.

8.3 Guarantees

We do not warrant or guarantee the Services or Deliverables for any fitness of purpose, performance, or compatibility other than as set out in this Agreement or that use of the Services or Deliverables will bring you into compliance with any particular legislation or standard.

9. Liability

You acknowledge and agree you are acquiring the Services under this Agreement for commercial purposes and not for domestic, personal or household use.

Subject to the application of any applicable Non-Excludable Condition and to the maximum extent permitted by law, we:
(a) exclude from this Agreement all guarantees, conditions and warranties that might but for this clause be implied into this Agreement;
(b) exclude all liability to you for any costs, expenses, losses and damages suffered or incurred directly or indirectly by you in connection with this Agreement, whether that liability arises in contract, tort or under statute;
(c) will not, under any circumstances and notwithstanding any clause to the contrary in this Agreement, be liable to you for any Consequential Loss or liquidated damages.

If our liability under this Agreement cannot be lawfully excluded, to the maximum extent permitted by law, our liability is limited: in the case of goods, (at our option) the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and in the case of services, (at our option) the supply of the services again; or the payment of the cost of having the services supplied again.

10. Indemnity

You agree to release, indemnify, defend, and hold harmless us and our Representatives against any Claim or Liability arising from or in relation to:
(a) your misuse of any Deliverables;
(b) your breach of any law or infringement of any third party rights including Intellectual Property rights; and
(c) any breach of your obligations under this Agreement.

11. Intellectual Property

You acknowledge and agree we own or are intended to own all right, title and interest in and to any and all Intellectual Property which arises from the performance of the Services.
We grant to you a licence in any part of our Intellectual Property which is required to enable you to fully enjoy and exploit the Services and Deliverables for the Permitted Purpose.
The rights granted in this clause 11:
(a) excludes the use of the Deliverables and our Intellectual Property for any business activity you engage in whereby you provide services to third parties in competition with us; and
(b) extends no further than for the Permitted Purpose.

12. Confidentiality

A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information. Each party will take all reasonable steps to ensure that its Representative engaged for the purposes of this Agreement do not make public or disclose the other party’s Confidential Information.

A party will not be in breach of this confidentiality clause in circumstances where it is legally compelled to disclose the other party’s Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

13. Termination

We may terminate this Agreement immediately by notice if you commit any material breach of this Agreement and:
(a) the breach is incapable of being remedied; or
(b) if the breach is capable of being remedied, you fail to remedy the breach within 7 days after the receipt of a breach notice.

14. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 14 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of this Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 14. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 14 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

15. General

15.1 Assignment

We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent. You may not assign, novate or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent.

15.2 Governing law

The laws of Queensland govern this Agreement. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

15.3 No waiver except in writing

No part of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided expressly and in writing.

15.4 Relationship

Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

15.5 Severability

clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

15.6 Variations

This Agreement may only be varied in writing by agreement between the parties.

16. Definitions and Interpretation

The following definitions apply in this Agreement:
Agreement means the legally binding agreement comprising of these terms and conditions, and any attached schedules.

Business Days means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane.
Claim means a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against a person, however arising.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to:
(a) personnel, policies, practices, clientele or business strategies of the parties;
(b) Intellectual Property Rights of either party;
(c) terms of this Agreement;
but does not include information:
(a) already rightfully known to the receiving party at the time of disclosure by the other party; or
(b) in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement.
Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of the Equipment (other than the cost of repair), loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.

Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Deliverables means any material provided to you as outlined in the Package.
Fee means the price payable for a Package as set out on our Website.
Force Majeure Event means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, pandemic, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code.
GST means the goods and services tax levied under A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other goods and services tax, value added tax, consumption tax or tax of similar effect levied from time to time.
Representative means, in relation to a party, its directors, employees, contractors, agents and representatives.

Insolvency Event means in respect of a party (Insolvent), the appointment of an administrator, a receiver or receiver and manager in respect of the Insolvent, an application to a court or an order for the winding up of the Insolvent, or where anything analogous or having a substantially similar effect to any of the preceding events occurs.

Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.

Notice of Default means a written notice given to one party by the other party containing details of the dispute, the required resolution and a reasonable timeframe to bring about the resolution of not less than 14 days.

Package means one of our packages advertised on our Website from time to time or otherwise set out in writing.

Payment Terms means the requirement to make payment immediately on commencement of this Agreement.

Permitted Purpose means you operating a private National Disability Insurance Scheme support worker services business.

Representative includes an employee, agent, officer, director, auditor, advisor, researcher, partner, consultant, contractor, sub-contractor or related entity of that person or of a related body corporate of that person.

Services means the services to be provided by us to you as outlined in your Package.

Site means any location, other than our own premises where the Services will be performed.

Website means the website located at www.jwtrainingandcoaching.com.au and any of its subdomains