Semann & Slattery Terms and Conditions of Business

This document sets out the terms and conditions of business (terms) which apply in respect of the services and products to be provided by Semann Slattery & Associates Pty Ltd to our Clients.

We reserve the right to update these terms from time to time without prior notice. Updated terms will be displayed at our website www.semannslattery.com. The contract (as defined below) includes the terms as in force at the time the contract is formed. You agree to check our site from time to time and acknowledge and agree that you have been made aware of such updates and agree to be bound by them.

1.Definitions

1.1

When we say ‘we’, ‘our’ or Semann & Slattery we are referring to: Semann Slattery & Associates Pty Ltd its successors and assigns or any person acting on behalf of and with the authority of Semann Slattery & Associates Pty Ltd.

1.2

References to ‘you’, ‘your’ or Client refer to: the entity, either an individual client or a client organisation (or any person acting on behalf of a client organisation with the authority of the organisation) as described on any quotation, work authorisation or other form as provided by Semann & Slattery

1.3

Parties means: collectively Semann & Slattery and the Client or ‘us’

1.4

Guarantor means: that person (or persons) who agrees to be liable for the debts of the Client on a principal debtor basis.

1.5

Services means: all services and products supplied by Semann & Slattery to the Client and includes any advice or recommendations.

1.6

Quote means: the quotation provided to you, the Client, setting out the services to be provided by Semann & Slattery and providing a breakdown of costs, identifying the cost of delivery and any additional costs incurred in providing the services

1.7

Order means: an order for services placed on our online booking platform

1.8

Contract means: the agreement you have entered into by purchasing the services to which these terms apply

1.9

Price means: the price payable for the services as agreed between Semann & Slattery and you, the Client in accordance with clause 6 of this contract.

2.The Competion & Consumer Act 2010 (CCA) & Fair Trading Acts (FTA)

2.1

Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.

2.2

Where the Client buys services or products as a consumer these terms and conditions shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.

3.Privacy Act 1988

3.1

We understand the importance of protecting the privacy of your personal information. In handling personal information, we comply with the Privacy Act 1988 (Cth) (Privacy Act), as amended from time to time, and with the 13 Australian Privacy Principles.

3.2

We collect, use, disclose, store and otherwise handle your personal information in accordance with our Privacy Policy, a copy of which can be found on our website or otherwise made available to you upon request.

4.Entire agreement

4.1

These terms together with the accepted quote for services and/or a confirmation order, and our invoice/s for the services constitute the entire agreement between us, and supersede all prior agreements, understandings and statements, whether written or oral, concerning its subject matter.

5.Quote, order & acceptance

5.1

Quotations are valid for 14 days from the date of issue. Full payment or a deposit and payment plan, as agreed with Semann & Slattery is required to secure the quoted services. See clause 7.4

5.2

By accepting a quote / placing an order with Semann & Slattery you warrant that you are legally capable of entering into binding contracts on behalf of the Client organisation

5.3

Your acceptance of the quote and/or placement of an order constitutes your acceptance of our terms, and as such formalises a contractual agreement between us

5.4

Our terms are binding and can only be amended with our written consent.

5.5

Where more than one Client has entered into this agreement, you will be jointly and severally liable for all payments of the price.

5.6

You will give Semann & Slattery not less than 14 days prior written notice of any proposed changes of Client ownership or change in Client’s name and/or any other change to your details (including but not limited to, changes in Client’s address, email, telephone contact, or business practice. You will be liable for any loss incurred by us as a result of your failure to comply with this clause.

5.7

You have 5 days from delivery of the services to notify us in writing if the services are not in accordance with the quote or order, otherwise you will be taken to have accepted the services, and your liability to pay for them.

6.Price

6.1

The price charged for our services will be as set out in the quote provided to you or, as set out in your online order, as appears on our website and / or as detailed in our invoice to you.

6.2

Our quoted price, subject to clause 6.3, will be binding provided that you accept the quote within 14 days of issue.

6.3

We reserve the right to change the price in the event of a variation to our quotation this may include but is not limited to: travel and accommodation costs, resources and training materials

7.Payment

7.1

Invoices will be issued on the acceptance of a quote and/or as required through our online platform

7.2

Our terms are strictly on date of invoice (receipt of invoice). Unless otherwise agreed. See clause 7.4

7.3

Full payment of the total service price is required prior to the provision of the service/s.

7.4

You agree to pay the full amount of the price due in clear funds on date of invoice date (receipt of invoice), unless otherwise agreed with Semann & Slattery through a payment schedule, see clause 7.5

7.5

An agreed payment schedule will include a deposit of 50% of the quoted price for services and a progress payment schedule, against which we will submit invoices for payment. Such invoices may include the reasonable value of authorised variations.

7.6

No surcharge applies to payments made by credit or debit card.

7.7

GST and other taxes and duties that may be applicable shall be added to the price except when they are expressly included in the price.

7.8

All payments to Semann & Slattery must be done without set-off, deduction or counterclaim.

7.9

You agree that if you fail to pay in accordance with this clause, you will be in default and as such we may:

  • Charge a late fee of $50.00 on all amounts paid after the due date;
  • Charge interest on overdue invoices at the rate of 2.5% per calendar month until the date of payment (and at our sole discretion such interest will compound monthly at such rate) after as well as before any judgement
  • Charge a dishonour handling fee of $25.00;
  • Cancel or suspend any further delivery of services to you under this or any other order, without liability for any loss or damage you incur because we have exercised our rights, under this clause
  • Sue for the money owing on the services provided;
  • Recover from you all collection and legal costs and expenses incurred in collecting overdue accounts and / or enforcing security interests on an indemnity basis. See clause 5.4
7.10

Failure to comply with clause 7.4 will constitute a breach of contract and Semann & Slattery may treat the whole Agreement as repudiated and act accordingly.

8.Default

8.1

You will be in default if you do not pay any monies payable when called to do so, and you acknowledge and agree that we are authorised to contact a credit reporting agency throughout the term of the contract to obtain a report regarding your creditworthiness

8.2

You authorise us to engage in the exchange of information with a credit reporting agency or with other such parties as necessary to give effect to the contract and to our ongoing relationship.

8.3

We reserve the right to report a Client’s delinquent account to a credit reporting agency should the amount remain outstanding for more than sixty (60) days.

8.4

We may refer any outstanding account for debt collection or issue legal proceedings to recover outstanding invoices. Should an account be referred for debt collection you acknowledge and agree to pay debt collection charges to be calculated at not less than 20% plus GST and will be incurred on the day that we refer the matter to our nominated debt collection agency. You will also be liable for interest and all legal recovery costs associated with such action on a solicitor and own client or indemnity cost basis.

8.5

With reference to clause 8.4, an outstanding account is an invoice not paid by the due date as set out on the invoice. Prior to referring an outstanding account to a debt collection agency, we will implement the following actions to collect overdue invoices:

Invoices overdue by 7 daysyou will receive a reminder to pay
Invoices overdue by 14 daysyou will receive a reminder to pay with advice to contact our office
Invoices overdue by 21 daysyou will receive advice that we are placing the account with a debt collection agency, advising that you contact our office immediately to organise payment
Invoices overdue by 30 daysyou will receive advice from our debt collection agency that they are acting on our behalf to collect the debt, advising that you contact our office immediately to organise payment of the outstanding monies
Invoices overdue in excess of 30 daysat our sole discretion may be subject to the actions as set out in clause 7.9 and this clause 8.
8.6

Without prejudice to Semann & Slattery’s other remedies at law, we will be entitled to cancel all or any part of any of your orders, which remain unfulfilled and all amounts owing to Semann & Slattery will, whether or not due for payment, become immediately payable in the event that:

  1. any money payable to Semann & Slattery becomes overdue, or in our opinion you will be unable to meet your payments as they fall due; or
  2. you become insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or
  3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

9.Delivery and risk

9.1

Failure on our part to deliver the services will not entitle either party to treat this contract as repudiated.

9.2

We will not be liable for any loss or damage whatsoever due to our failure to deliver the services (or any part of them) promptly or at all where due to circumstances beyond our control.

9.3

Should we elect to post any products or organise delivery of products, your risk of loss or damage to such products passes to you on the date and at the time the products were dispatched

9.4

We will not be responsible for the non-delivery or delay in delivery of any products and where such non-delivery occurs we may deliver the products not delivered or delayed at any subsequent time and you must accept and pay for them.

9.5

You are not entitled to any compensation from us of any nature for any loss, damage or delay.

9.6

Except to the extent required by law, you will not be entitled to return any products and we will not be obliged to accept the return of any products whatsoever.

9.7

We retain ownership of products nonetheless, all risk for services or products passes to the client on delivery or dispatch respectively.

10.Title

10.1

Notwithstanding that the risk in the services and products may have passed to you, property in and title to the services and products will not pass from us to you until:

  • You have paid us in full all amounts owing for the particular services and/or products
  • You have met all of your other obligations as our client in respect of all contracts between the parties
  • Receipt by Semann & Slattery of any other form of payment other than cash will not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then our ownership or rights in respect of the services and products shall continue.

11.Limits of liability

11.1

Semann & Slattery will use the objective standard of reasonable skill and care in the provision of services which would apply to similar professional organisations providing business consultancy, mentoring and presentation services.

11.2

Except to the extent required by law, all services and products are purchased by the Client ‘as is’ and we will not be responsible for any defect to the services and products

11.3

Subject to any conditions and warranties mandatorily implied by law and to any conditions and warranties expressly contained herein, all conditions, warranties and representations on the part of Semann & Slattery whether express or implied, are hereby expressly excluded.

11.4

To the extent permitted by law, you have responsibility for ensuring that the services and products are not used for any purpose for which they are not suitable and warrants and represents that you have had adequate opportunity to inspect the services and products, and obtain independent expert advice.

11.5

To the extent that any warranty as to purpose or merchantable quality is implied by law and Semann & Slattery is liable, the parties agree that the sole and exclusive remedy of the Client will be to return the products and obtain a refund or at our election for Semann & Slattery to repair or replace the Goods as soon as reasonably practical.

11.6

To the extent permitted by law, in relation to services, our liability is limited to supplying the services again or payment of the cost of having the services supplied again.

11.7

To the extent permitted by law, under no circumstances shall we be liable for any direct or indirect loss (including without limitation loss of profit) or damage whether special or consequential however arising (including as a result of negligence) except for any loss or damage (excluding loss of profit and special or consequential damage) suffered by the Client as a direct result of a failure by Semann & Slattery to perform their contractual obligations

12.Security interest

Personal Property Securities Act 2009 (“PPS Law”)

12.1

For the purposes of this clause 12, ‘PPS Law’ means:

  1. The PPS Act;
  2. Any regulations made at any time under the PPS Act;
  3. Any provision of the PPS Act or regulations referred to in (b) above;
  4. Any amendment to any of the above, made at any time; or
  5. Any amendment made at any time to any other legislation as a consequence of a PPS law referred to in (a) to (d) above.
12.2

If at any time we determine that this Contact (or any of the transactions contemplated by or under it creates a security interest over any of your personal property in our favour, then you must promptly, upon our request do all things necessary (including without limitation, completing, signing and providing documents, obtaining consents and supplying information) to:

  1. Protect any right, title and/or interest of ours in the relevant personal property
  2. Ensure that any such security interest in favour of us:
    • Is enforceable, perfected (including, where applicable by control as well as by registration), maintained and otherwise fully effective; and
    • Ranks as a first priority security interest wherever that is possible
  3. Enable us to prepare and register a financial statement or a financing change statement
  4. Enable us to exercise any of our rights or perform any of our obligations in connection with any such security interest or under the PPS law.

13.Cancellation

13.1

We may cancel any contract to which these terms apply or cancel delivery of services at any time before the services are delivered by giving written notice to the Client. Semann & Slattery shall not be liable for any loss or damage whatsoever arising from such cancellation.

With respect to events the following applies:

  • Postpone: In situations beyond our control, we reserve the right to postpone the event and rebook an alternative date
  • Venue: We reserve the right to change the venue for events and will give you at least seven days’ notice of the change of venue. We shall not be liable for any loss or damage whatsoever arising from such change
13.2

In the event that you cancel or postpone the delivery of services you will be liable for any loss incurred by Semann & Slattery (including, but not limited to, any loss of profits) up to the time of cancellation.

13.3

All cancellations, postponement of services and / or substitution of a registered delegate/s must be advised to Semann & Slattery by email to info@semannslattery.com

13.4

Cancellation charges are charged in accordance with the number of days’ notice provided by you and are set out in the table below. Day means ‘working day’.

CancellationOver 30 days22 to 30 days15 to 21 daysUp to 14 days
1. Event – calendar training / in-service / conference The registered participant/s will be transferred to another event or provided with a *credit note to the value of the monies expended / invoiced

PANDEMIC RESTICTIONS: In situations where Government (health agency), travel and/or lockdown restrictions prevent your attendance at a professional learning event the following applies:

  • We are unable to re-schedule the event within a six month timeframe or offer a suitable alternative – a refund on request is applicable on written advice to the Semann & Slattery office
  • We advise that we are re-scheduling the event – a transfer of registration to the new event or the issuing of a *credit note to the value of the monies expended / invoiced

NOTE: In situations where Government (health agency) advice allows access to the conference location and venue, then the conference will be deemed to be safe to proceed and any cancellation of registration will be deemed to be a cancellation by the registrant, please refer to 1. Event – calendar training / in-service / conference above

Semann & Slattery will not be responsible for any costs incurred by the registrant for travel and accommodation with regard to any cancellation of the professional learning event.
CancellationOver 30 days22 to 30 days15 to 21 daysUp to 14 days
2. Consultancy project 10% 25% 50% 100%

PANDEMIC RESTICTIONS: In situations where Government (health agency), travel and/or lockdown restrictions prevents the commencement and completion of the consultancy project within agreed timelines, Semann & Slattery will agree new timelines for the project and/or offer an alternative delivery model. Otherwise the above cancellation fees apply. 2. Consultancy project and costs as applicable under clause 13.2 above
3. Postponement of services The client is liable for any costs incurred i.e. venues and travel
4. Non-attendance at an event – – – 100%
5. Substitution of a delegate/s – – – *Up to 5 days

*credit notes are non-redeemable for cash and should be redeemed for services with the training calendar year

13.5

With respect to the substitution of a delegate/s you will provide the following information: the event; the event location; the original delegate name; the new delegate name and any dietary requirements. Acceptance of substitute delegate/s less than 5 days prior is at our sole discretion and additional catering requirements will not be guaranteed.

14.Severance & waiver

14.1

If any provision of these terms will be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

15.Jurisdiction & notices

15.1

These terms and any agreement shall be deemed to have been made in the State of New South Wales, Australia, and shall be interpreted in accordance with the laws of that State, and the parties submit to the non-exclusive jurisdiction of that State's Courts, except to the extent that the laws of the Commonwealth of Australia apply.

15.2

That in addition to any other means permitted by law, any documents, notifications or court proceedings may be given or served upon the Client, its successors and permitted assignees in the same manner as any notice or document may be given under Part 8.5 of the PPSA and will be deemed so given or served.

16.Intellectual property

16.1

All copyright and other intellectual property rights in all materials and tools (including software and working papers), data, designs, models, mythologies, analysis frameworks, practices, ideas, concepts and techniques brought to the engagement or created in the course of the engagement of Semann & Slattery will remain and be irrevocably vested in Semann & Slattery absolutely. And will only be used by the Client at our discretion.

16.2

You warrant that all designs or instructions to Semann & Slattery will not cause Semann & Slattery to infringe any patent, registered design or trademark in the execution of your order and you agree to indemnify Semann & Slattery against any action taken by a third party against Semann & Slattery in respect of any such infringement.

16.3

You agree that Semann & Slattery may use any documents, designs, drawings or goods created by Semann & Slattery for the purposes of advertising, marketing, or entry into any competition.

17.Confidentiality

The parties agree to take reasonable steps to maintain (within the respective organisations) the confidentiality of any proprietary or confidential information, other than to its employees, or subcontractors who need to know such information and who are subject to a non-disclosure agreement, or where either party has consented to such disclosure. Our privacy policy is contained on the Semann & Slattery website (www.semannslattery.com) or can be provided to you upon request.

18.Health & safety

We are required to comply with the provisions of relevant work, health and safety legislations (WHS Laws) by taking all practical steps to ensure the work, health and safety of our employees. However, the WHS Laws place the responsibility for their safety on you when our employees visit your site.

19.Electronic communication

We may communicate with you electronically from time to time, including sending you Commercial Electronic Messages (as that term is defined in the SPAM Act 2003 (Cth)). You consent to us sending Commercial Electronic Messages to you and you may opt out at any time if you no longer wish to receive these commercial messages from us. Semann & Slattery may communicate with you electronically. Electronically transmitted information cannot be guaranteed to be secure or error or virus free and it may be unsafe to use or cause damage to the effectiveness of your software or computer network or systems. Semann & Slattery will use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically but will not be liable to you or any of your associates in respect of any error, virus or mission or loss of confidential information arising from or in connection with the electronic communication of information to you. You may elect, in writing, not to permit Semann & Slattery to communicate electronically with you.

20.Dispute resolution

If there is a dispute relating to the services or the contract, the parties will submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute must be given to the other party for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree on the identity or terms of engagement of a mediator, then as selected by the Australian Commercial Disputes Centre (ACDC). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provision of this clause. If the dispute is not resolved within 60 days after notice of the dispute or such further period agreed between Semann & Slattery and the Client, then the mediation will terminate.

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