Terms and Conditions

        Overview

1. Terms and conditions below apply to the supply of all provider services and are considered a part of any provisions already enunciated via applicable correspondence or online platforms. By using the provider’s content, the client agrees to these terms and conditions.
2. Unless otherwise stipulated, the term 'days' refers to calendar days (see also 'business days').
3. Details of the services to be provided, and any special conditions for the client, are also contained in the provider’s commercial proposal or agreement (where applicable) which, together with these conditions, forms the contract between the provider and the client.
4. The client acknowledges the provider relies on the details supplied by the client in order to plan, arrange and provide the services and the provider will not be liable for incorrect information given by the client.

        Interpretation

5. In this Terms and Conditions Document, unless specified to the contrary:
6. the singular includes the plural and vice versa
7. use of the word "including" and similar expressions are not, nor are they to be interpreted as, words of limitation
8. a defined term has the same meaning whether capitalised or not
9. a reference to a person includes a natural person, a company or other entities recognised by law
10. a reference to writing includes any mode of reproducing words, figures or symbols in tangible and permanently visible form and includes electronic transmission
11. a reference to a party includes the party’s executors, administrators, successors and permitted assigns.
12. The language herein shall be in all cases construed in accordance with its fair and common meaning and not strictly for or against either of the Parties.
13. This Terms and Conditions document is to be interpreted so that it complies with all applicable laws of the Jurisdiction. If any provision does not comply then it must be read down so as to give it as much effect as possible. If it is not possible to give that provision any effect at all, then it is to be severed from this Terms and Conditions Document and this Terms and Conditions Document is to be construed as if the severable portion did not exist. The remainder of this Terms and Conditions Document will continue to have full force and effect.
14. Any headings are for ease of reference only and do not affect the interpretation of this Terms and Conditions Document.

Definitions

9. Relevant definitions to these terms and conditions are as follows unless the context otherwise requires in which case general usage provisions apply:
10. References to time periods are defined as follows:
    7. "Working Day" means, in a 24 hour period, an indicative period of 7.6 hours labour expended by the provider for the client on the permitted purpose.
    8. "Business Day" means any day other than a Saturday, Sunday or public holiday in the jurisdiction.
    9. "Calendar Month" means the period of time beginning on the numeric day in question in a calendar month and for Calendar Months thereafter, beginning on the earlier of:
       1. the same numeric day of the next calendar month or
       2. the last day of the next calendar month.

• Each Calendar Month shall end on the day immediately preceding the beginning of the next succeeding Calendar Month.

11. "Charges" means the provider’s quoted charges for services calculated under this Terms and Conditions Document and stipulated above (or if none are agreed, the provider’s most recently provided invoice or, if it exists, the provider's current price list or rates schedule) together with any taxes, duties and government charges levied on the services and any other applicable amounts.
12. "Confidential information" means information that is:
13. by its nature confidential and involves:

• know-how concepts and operational information owned and used by the provider and details of any of the provider’s clients or suppliers
• all information which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential whether directly or indirectly disclosed or made available by or on behalf of the provider to client.

1. is designated by the Disclosing Party as confidential, or
2. the Receiving Party knows or ought to reasonably have known is confidential in nature, and
3. includes all information, which relates to the permitted purpose, whether in a Document or provided orally, but does not include information which:

• is or becomes public knowledge other than by breach of this Terms and Conditions Document or by any other unlawful means;
• is in the possession of the Party without restriction in relation to disclosure before the date of receipt from the other Party;
• is by law or the rules of any stock exchange required to be disclosed by the recipient; or
• has been independently developed, gained or acquired by the recipient without any reference to the confidential information.

13. "Commercial Proposal" means any applicable letter, proposal or order document attached containing details of the parties, services, charges and other conditions forming part of the contract.
14. "Consequential Loss" means any loss recoverable at law other than arising in the usual course of things and includes any consequential or economic loss including:
15. loss of anticipated or actual profits or revenue
16. loss of production or use
17. financial or holding costs
18. loss or failure to realise any anticipated savings
19. loss of business or business interruption
20. loss or denial of business or commercial opportunity
21. loss of or damage to goodwill, business reputation, future reputation or publicity
22. downtime costs or wasted overheads
23. special, punitive or exemplary damages.
24. "Consumer" has the meaning given by Section 3 of the Australian Consumer Law.
25. "Terms and Conditions Document or Contract" or "Agreement" means the agreement between the client and the provider including applicable Commercial Proposals, Agreements and these conditions.
26. "Disclosing Party" means the Party to this Terms and Conditions Document that discloses any confidential information, directly or indirectly to the Receiving Party under or in anticipation of this Terms and Conditions Document.
27. "Document" includes:
28. any paper or other materials on which there is writing, marks, figures, symbols or perforations having a meaning for persons qualified to interpret them
29. any article or material from which sounds, images or writing are capable of being reproduced with or without the aid of any other article or device
30. information in a form of data, text, or images stored or communicated by means of guided or unguided electromagnetic energy, or both.
31. "Force majeure event" means anything outside of the provider’s reasonable control, including without limitation, fire, storm, flood, earthquake, lightning, explosion, accident, road or rail closures, rail derailment, wharf delays, war, terrorism, sabotage, epidemic, pandemic, quarantine restriction, labour dispute or shortage, act or omission of air traffic control, airline pilot or any third person or public authority.
32. "GST" has the meaning given to that term in the GST Law.
33. "GST Law" means A New Tax System (Goods and services Tax) Act 1999 (Cth).
34. "Intellectual Property" includes all inventions and discoveries (including patent and utility model rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know how) and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including applications for grant of any of these rights or other rights of a similar nature arising (or capable of arising) anywhere in the world.
35. "Intellectual Property Rights" includes all copyright and neighbouring rights and all other rights in relation to intellectual property.
36. "Jurisdiction" means Queensland.
37. "Laws" means all applicable laws, regulations, guidelines, codes, standards or policies of the Commonwealth of Australia, any state, territory or local authority.
38. "Parties" means both the Disclosing Party and the Receiving Party, or the client and the provider, referred together.
39. "Permitted Purpose" means the purpose of this Terms and Conditions Document is enunciated in applicable joining emails as facilitated actions to achieve the training deliverables.
40. “PPSA” means the Personal Property Securities Act 2001 (Cth).
41. "Receiving Party" means the Party to this Terms and Conditions Document that receives confidential information directly or indirectly from the Disclosing Party
42. "Services" or "Service Delivery" means any delivery of the provider's time or deliverables such as training sessions, consultancy, document production, surveys, provider-client liaison and so on.
43. "Small business contract" means a small business contract as defined in the Australian Consumer Law.
44. "Stakeholder/s" Any person from the client required to facilitate effective service delivery such as managers, trainees, trainers, employees and contractors.
45. "Subcontractor" means any person the provider arranges to provide services and any person who is an employee, agent or subcontractor of that person.
46. "The client" means the company or individual other entity identified as receiving the training deliverables, which is contracting with the provider for the provider's services. For the purposes of this agreement, "client" also includes directors, officers, agents, employees, advisers, and financiers and any stakeholders who have a "need to know" regarding the provider's services.
47. "The provider" means the provider as detailed in the commercial proposal, the agreement or joining emails. Where the context allows, the provider’s related bodies corporate within the meaning of that expression in section 9 of the Corporations Act 2001 (Cth) and their officers, employees, agents and subcontractors are also included.

Service Provisions

General

36. The provider may, in its discretion:
37. determine the method of providing the services
38. with written consent from the client, subcontract the whole or any part of the services
39. lease, hire or enter into any agreement for, or use, any asset or equipment or facility to provide the services
40. interact with any regulatory authority and complete any documents required to comply with any laws
41. set-off or deduct from any payment due to the client any amount the client owes to the provider.

Provider Personnel

37. The provider contracts as agent and trustee for its employees, agents and subcontractors so they also have the benefit of the contract and these conditions (including any exclusions or limitations of liability) to the same extent and as if they were parties to it.

No Transfer

38. The client shall not be entitled, without the prior written consent of the provider, to assign or transfer to a third party all or part of its contract rights and obligations. The reciprocal will also apply in that the provider shall not be entitled, without the prior written consent of the client, to assign or transfer to a third party all or part of its contract rights and obligations.

Scheduling, Cancellations and Postponements

Change of Dates

39. Any scheduled date(s) for performance of services is made in good faith however due to the nature of scheduling service delivery the provider may be required to change key dates up to 7 days prior to commencement with prior consultation with the client. The provider will confirm service delivery dates and times at least 7 days prior to commencement of services.
40. In the unlikely event that the provider is unable to provide the services for any reason, the client will be notified as soon as reasonably possible before the start date of the provision of the services. In this instance, the client will be offered an alternative date for the services. If this date is not suitable, any deposits will be refunded in full.

Late Arrivals

41. If the client is not present at the time agreed for the services, and the provider decides the effective delivery of the services cannot be met, the provider will not extend the time for the services and the session will be cancelled and the services will be considered cancelled under the relevant section below. The provider, at its sole discretion, will reschedule if possible but is under no obligation to do so.

Absences

42. If the client fails to attend a service delivery session, the provider is under no obligation to re-schedule the session and it will be considered cancelled (and the relevant section below).

Cancellations

43. Due to the forward planning and allocation of resources necessary to schedule service delivery sessions, cancellation of any session requires the client to pay a percentage of the full cost of the cancelled services as follows:
44. A client who gives notice of cancellation of their participation more than 7 days prior to the commencement of a service delivery session will be entitled to a full refund of fees paid.
45. A client who gives notice to cancel their participation less than 7 days prior to the commencement of a service delivery session will be entitled to a 50% refund of fees paid or one free rescheduling of the service delivery session. (The amount retained (50%) by the provider is required to cover the costs of staff and resources preparation which will have already been committed based on the client’s initial intention to undertake the service delivery).
46. Clients who cancel their participation within 48 hours of service delivery commencement will not be entitled to any refund of fees.
47. Discretion may be exercised by the provider in all situations if the client can demonstrate that extenuating or significant personal circumstance led to their withdrawal. In these cases, the client may be offered a full credit toward the service delivery fee in another scheduled service delivery session in-lieu of a refund. The provider may also authorise a refund of service delivery fees if the circumstances justify it. Where refunds are approved, the refund payment will be paid to the client within 30 working days from the time the client gave written notice to cancel their participation. Service delivery refunds are to be paid via electronic funds transfer.

Credit of Courses

44. Where the client has an amount or course in credit with the provider, this credit will expire in 6 months, starting from the date credit is initiated. A credit is initiated upon a client’s cancellation following prepayment and excludes other credits arranged with the provider. The time limit may be extended at the discretion of the provider.

Client Information Requirements

45. The client will provide information requested in relation to client stakeholders as per applicable Commercial Proposal, this Terms and Conditions Document and any other communication such as email.
46. If the client does not provide required information, a client stakeholder may not be accepted into a service delivery session. The client acknowledges and agrees that the provision of the services requires the client and its client stakeholders to have physical and mental health suitable for participation in the provider's services.
47. The client warrants and agrees that it will inform any of its members participating in the provider's service delivery:
48. they must be dressed appropriately (smart casual clothing with flat shoes)
49. they must be fluent in the English language (ICAO level 4 minimum)
50. they must not be under the influence or alcohol or illegal drugs at any time during the service delivery
51. they must maintain a professional code of conduct at all times
52. they must, whilst attending the service delivery, fully comply with the provisions of any applicable provider policies, rules and regulations in relation to access to and use of the facilities chosen by the provider including safety procedures which are posted at the facility
53. they must not use personal mobile phones, personal computers and other personal electronic audio-visual equipment in the classroom
54. they must not smoke in any area other than those designated.

Remedial Service delivery

48. If, during any applicable assessment component of the service, a client member is assessed as Not Yet Competent (NYC), the client, will be given 1 x remedial session within 30 working days from initial service delivery.
49. Where possible appropriate remedial service delivery will be conducted on the day of other scheduled course timings to be agreed upon between the client and the provider. After remedial service delivery, the client trainee will join the scheduled course on that day to complete the required service delivery to achieve a competent grade. If another service delivery session is assessed as NYC, the client trainee will be required to complete further remedial service delivery which will be charged at the provider's standard corresponding rate.

Provider Warranties

50. The provider warrants it will:
51. provide services in a proper, timely and efficient manner using that standard of care, diligence and prudence that would reasonably be expected of any other similar and experienced provider
52. deliver the services in accordance with all laws and those industry standards applicable to the provision of the services
53. ensure that each subcontractor it engages with the consent of the client will be properly qualified to perform the duties allocated to them.

Client Warranties

51. The client warrants that it:
52. has authority to enter into the Terms and Conditions Document
53. has fully and accurately completed any forms and provided any information requested
54. will comply with all laws.
55. The client acknowledges and agrees that if the provider gives possession of any of its assets or equipment (“personal property”) at any time during provision of the services:
56. the personal property remains at all times the provider’s property and at all times the client holds the personal property as bailee
57. the client must not offer to sell, assign, sublet, mortgage, pledge or otherwise part with possession or deal with the personal property in any way which is inconsistent with the provider’s rights over the personal property
58. the provider is permitted at any time to retake possession of the personal property
59. the client is responsible for any damage to the provider’s personal property and upon expiration of provision of the services, or as otherwise agreed between the parties in writing, the client will re-deliver all of the provider’s personal property to the provider in the same condition that such personal property was delivered to the client.

Client Release and Indemnity

53. The client releases the provider, its employees, agents and contractors from any liability for, and shall indemnify and hold them harmless from and against any and all losses, costs, damages, claims or expenses of whatever nature or for loss or damage to property or illness, injury or death (Loss) caused or contributed by a fraudulent, negligent or unlawful act or omission of the client or client members. This indemnity will not apply to the extent that the loss was contributed to by a fraudulent, negligent or unlawful act of the provider. This indemnity is a continuing obligation and survives the completion of the provision of services and/or the termination of the contract. It is not necessary for the provider to incur expense or make a payment before enforcing any indemnity conferred by the contract.

Service Charges

54. Unless otherwise stated in the commercial proposal or agreement, the client shall pay the course cost in full according to the payment and invoicing schedule provided by such means as email.
55. In addition to the charges set out in the payment schedule relevant to the particular services, the client must also pay:
56. any additional costs for the provider to comply with any new or amended laws or requirements of any regulatory authority in relation to the services
57. any excise, customs duty or applicable taxes in relation to the services (including any fine or penalty)
58. interest at 7% per annum if any charges are not paid on the due date for payment together with any legal or other reasonable expenses incurred in the collection of past due amounts
59. all costs and expenses of attending service delivery including flights, accommodation, living expenses, etc. related to additional charges to the payment schedule.

Limitations and Exclusions

56. For services which are not supplied by the provider under a Consumer Contract or Small Business Contract, the provider’s total liability for each event or series of connected events will be limited to the total price for the purchase of services under a contract.
57. The client’s total liability for each event or series of connected events will be limited to $200,000.
58. The provider does not exclude or limit the application of any laws, including the Australian Consumer Law, where to do so would contravene those laws or cause any part of these conditions to be void.
59. The provider excludes from these conditions all warranties, terms and guarantees implied by laws, general law or custom except for any the exclusion of which would contravene any laws or cause this condition to be void.
60. The client and its personnel attend on the provider’s site (where applicable) and receive the services at the client’s risk at all times and to the extent lawfully possible, the provider excludes all liability to the client and its personnel for any claims, loss, damage, delay, injury, illness or death howsoever arising, except where the provider or its employees have acted negligently or fraudulently.

Insurance

61. The client shall maintain any and all insurances cover for its personnel, such as but not limited to insurance covering general liability, personal injury and/or death, expenses relating to medical and/or dental treatment, loss or damage of personal property and/or property of the provider and liability towards third parties (and the provider shall not cover any direct or indirect associated costs or expenses arising out of any of these).

Data Protection

62. The provider will use the personal information the client gives to the provider in accordance with the Privacy Act 1988 (Cth). The client acknowledges and agrees that the provider will retain the details of the client and all client members and shall be at liberty to disclose any and all such information to the police, immigration services and other relevant regulatory authorities including the relevant civil aviation authority.

Force Majeure.

63. If the provider cannot carry out an obligation under the contract either in whole or in part because of a force majeure event, then performance of that obligation will be suspended for the duration of the event or waived to the extent applicable. Without liability to the provider, the client may terminate the agreement if the suspension extends beyond three months.

Relationship

64. The provider has no responsibility to the client or to any client member in respect of annual leave, sick leave, long service leave, public holidays, redundancy payments or other similar benefits under any law or industrial instrument.
65. The provider and the client acknowledge the intention to establish and maintain a genuine arms-length independence of each other for the purposes of the contract as contemplated by this clause and that the contract is to be construed in every relevant respect to give effect to that intention.
66. Without limiting paras. 64-65, the client indemnifies the provider against all claims (and all loss, damage, taxes, penalties, interest and other expenses flowing from those claims) made by the client, any client stakeholder or any person claiming through the same, in any way arising out of the contract and which are inconsistent with the relationship stated in this clause.

Other matters which affect the Terms and Conditions Document

67. The laws of Queensland apply to the contract and any legal proceedings must be commenced in a court of Queensland.
68. If the client is a consumer or these conditions qualify as a small business contract, these conditions do not affect any rights under Schedule 2 of the Competition and Consumer Act 2010 (Cth).
69. If a condition or part of a condition is unenforceable, it must be severed from and does not affect the rest of the contract.
70. Any waiver, discharge or release of a condition or any amendment to the contract (except if a process for amending an aspect of the contract is expressly set out above) must be in writing and signed.
71. A reference to any law includes any statutory modification, substitution or re-enactment of it.

Termination of services

72. If the client fails to comply with the Terms and Conditions Document and does not rectify such failure to the provider’s satisfaction within in an appropriate manner from receipt of written notice from the provider, the provider may terminate the agreement and immediately cease provision of the services. The provider will be under no obligation to reimburse the client for services that have been paid for but not yet performed due to the client’s failure to comply.

Recordings

73. The provider does not consent to the:
74. recording of in-person presentations, online videos, video conferencing, video messaging or interactive sessions which are presented to the client stakeholders in connection with the services
75. reproduction or dissemination of other material which is presented to the client stakeholders in connection with the services (see also the intellectual property clauses below).
76. The client indemnifies the provider in respect of all loss suffered by the provider in connection with a client stakeholder's failure to comply with the restrictions set out in the paras 73 (a) and (b) above.

Non-Disclosure, Confidentiality and Intellectual Property Arrangements

 Background

75. This Terms and Conditions Document entails discussions and services which will require the parties to disclose confidential information to each other for the permitted purpose only.
76. In consideration of the Disclosing Party disclosing confidential information to the Receiving Party, and agreeing to discuss issues relating to the permitted purpose with the Receiving Party, and the Receiving Party agreeing to keep the confidential information confidential and discussing issues relating to the permitted purpose with the Disclosing Party, the Parties have agreed to undertake the obligations set out in this Terms and Conditions Document.
77. The Parties have agreed to disclose and receive that confidential information on the terms and conditions of this Terms and Conditions Document.

 Confidentiality Obligations

78. The Receiving Party:
79. acknowledges the confidential, sensitive, and proprietary nature of the confidential information and that is valuable to the Disclosing Party
80. agrees to keep confidential, and not directly or indirectly divulge or communicate or otherwise disclose the confidential information, in whole or part, to any third party.

 Use of Confidential Information

79. The Receiving Party must not:
80. use any of the confidential information for any purpose other than the permitted purpose
81. exploit the confidential information for its own benefit, for the benefit of any other person or for any other purpose, or allow any other person to do so without the prior written consent of the Disclosing Party (which may be withheld in its absolute discretion)
82. use any of the confidential information in a manner or for a purpose detrimental to the Disclosing Party or its related bodies corporate (if any)
83. use any confidential information that has been returned to the Disclosing Party under the relevant sections of this Terms and Conditions Document (unless express permission is granted in writing by the Disclosing Party to continue to use that confidential information).

 Protection of Confidential Information

80. The Receiving Party must:
81. keep effective control of all confidential information received under or in connection with this Terms and Conditions Document
82. take all precautions that are reasonably necessary to prevent any theft, loss or unauthorised use or disclosure of that confidential information
83. promptly inform the Disclosing Party of any suspected or actual unauthorised use or disclosure of the Disclosing Party’s confidential information.

 Authorised recipients

81. The Receiving Party may disclose the confidential information to its directors, officers, agents, employees, advisers, and financiers, or to regulatory authorities, on a strictly “need to know” basis provided that:
82. the Receiving Party ensures that these persons are under equivalent obligations of confidence to the Receiving Party as provided in this Terms and Conditions Document
83. the Receiving Party ensures compliance by these persons with the terms and conditions of this Terms and Conditions Document which impose any obligation on the Receiving Party, as if those persons were a party to this Terms and Conditions Document.
84. A breach of such a term or condition by such a person shall be regarded as a breach of this Terms and Conditions Document by the Receiving Party.

 Return of Confidential Information

83. Upon the written request of the Disclosing Party, the Receiving Party must promptly return (or procure the return of) to the Disclosing Party the following (or, if any of the following is incapable of being returned, irretrievably destroy or delete and certify in writing that it has been so destroyed or deleted):
84. the confidential information of the Disclosing Party
85. all copies, extracts, summaries, notes and records in whatever form (including, without limitation, any electronic records or any unwritten form) of the whole or any part of the confidential information of the Disclosing Party.

No Transfer or Licence Arising from Disclosure of Intellectual Property

84. The Receiving Party acknowledges that there is no transfer or licence to it, or any third party, of any intellectual property rights in and to, or arising from, any confidential information disclosed under or in connection with this Terms and Conditions Document.

No Transfer or License Arising from Provider Creation of Intellectual Property

85. The client acknowledges the provider will, as a part of the Terms and Conditions Document, create and/or produce the provider's intellectual property for the client as part of the provider's services. The client acknowledges that there is no transfer or licence to it, or any third party, of any of the provider's intellectual property rights in and to, or arising from, any intellectual property created and/or provided in connection with this Terms and Conditions Document.

Client use of the Provider's Intellectual Property

86. The client understands they may use the intellectual property created or provided by the provider for the permitted purpose only. While the client recognises this intellectual property may be of benefit to the client as part of the permitted purpose, the provider in no way forfeits their commercial ownership or the intellectual property rights of the intellectual property in this regard.
87. To the end described in para. 86 above, the client must not use the provider's intellectual property for anything but the permitted purpose.
88. The client must not disclose the provider's intellectual property to anyone but the client's directors, officers, agents, employees, advisers, and financiers, or to regulatory authorities, and, if they do disclose the provider's intellectual property to these persons they must only do so:
89. if these persons are under equivalent obligations of confidentiality to the client as provided in this Terms and Conditions Document
90. if the client ensures compliance by these persons with the terms and conditions of this Terms and Conditions Document which impose any obligation on the client, as if those persons were a party to this Terms and Conditions Document
91. the client ensures disclosure only occurs on a strictly “need to know” basis.

Date of Provision of Confidential Information

89. This Terms and Conditions Document binds the Receiving Party in respect of any and all confidential information provided by the Disclosing Party to the Receiving Party, whether the confidential information was provided to the Receiving Party prior to or after the date of this Terms and Conditions Document.

No Exclusion of Law or Equity

90. This Terms and Conditions Document will not be construed to exclude the operation of any principle of law or equity intended to protect or preserve the confidentiality of any confidential information.

Acknowledgements

91. The Receiving Party acknowledges that:
92. a breach of any of the Receiving Party’s obligations under this Terms and Conditions Document may result in the Disclosing Party suffering loss and damage including, without limitation, consequential loss, and may cause irreparable damage to the Disclosing Party.
93. In the event of a breach, or threatened or anticipated breach, of this Terms and Conditions Document:
94. damages alone may be an inadequate remedy for the Disclosing Party
95. that the Disclosing Party is entitled to seek an interim, interlocutory or permanent injunction regarding services to the Receiving Party without showing or proving any actual loss or damages sustained by the Disclosing Party.

Duration of Non-Disclosure, Confidentiality and Intellectual Property Obligations

93. The non-disclosure, confidentiality and intellectual property obligations imposed by this Terms and Conditions Document continue indefinite.

Non-Merger of Provisions

94. A provision of this Terms and Conditions Document which can and is intended to operate after its conclusion will remain in full force and effect.

Notices

95. Any notice to be given to one party by another under this agreement:
96. must be in legible writing, in English and addressed to the intended recipient
97. must be delivered to the recipient in person or by courier hand delivery, by prepaid ordinary post, by facsimile or by email
98. must be signed by an authorised officer of the party giving or making it, or (on its behalf) by any solicitor, director, secretary or authorised agent of that party.
99. A notice is regarded as being given by the sender and received by the recipient:
100. if by delivery in person, when delivered to the recipient
101. if by post, three Business Days from and including the date of postage
102. if by facsimile transmission, whether or not legibly received, when the machine from which the facsimile is sent generates a transmission report confirming that all pages of the notice have been sent to the recipient’s facsimile number
103. if by email, immediately, unless sender receives an automated reply that the email was not delivered by reason of the address being invalid or otherwise.
104. If a notice is received on a day which is not a Business Day, or after 5:00pm on a Business Day, that notice is regarded as received 9:00am on the following Business Day.

Termination

98. If the client or the provider breaches this Terms and Conditions Document, the non-breaching party may terminate services by providing written notice in accordance with the relevant section above to the breaching party.
99. If the Receiving Party breaches this Terms and Conditions Document, the Disclosing Party may terminate services or participation by providing written notice in accordance with the relevant section above to the Receiving Party.
100. Upon termination of services or participation under this clause:
101. the Receiving Party must destroy or deliver to the Disclosing Party any confidential information that was made available to the Receiving Party under or in anticipation of this Terms and Conditions Document
102. rights accrued by the Parties which can and are intended to operate after termination will remain in full force and effect.

Waiver

101. Wavier details, when mutually agreed upon in writing by the Parties, are as follows:
102. a single or partial exercise or waiver of a right relating to this Terms and Conditions Document will not prevent any other exercise of that right or the exercise of any other right
103. a party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right
104. a right expressed under this Terms and Conditions Document may only be waived by a party in writing and communicated to the other party to the extent that is expressly set out in that waiver.

No Amendments without Agreement

102. This Terms and Conditions Document may not be modified, discharged or abandoned unless by a document signed by the parties.

Agreement in Entirety

103. The Parties agree that this Terms and Conditions Document, along with the commercial proposal, contains the entire agreement between the Parties and supersedes any prior written agreements in existence (whether in writing or otherwise).

Jurisdiction

104. This Terms and Conditions Document is to be governed by and construed in accordance with all applicable laws in force in the Jurisdiction from time to time, and the Parties submit to the non-exclusive jurisdiction of the courts of the Jurisdiction.

Liability

105. The client should be aware of applicable human performance/human factors/non-technical skills / fatigue risk management liability as per this section.
106. As per CAO 48.1 and Civil Aviation Safety Regulation (CASR) Part 119; an FRMS is a subset of the operator's Safety Management System (SMS) which means the operator, in this case the client, holds overall responsibility for the FRMS when using a third party such as, in this instance, the provider.
107. The provider expects this responsibility will include the client complying with the FRMS’s self-monitoring functions as laid out in the FRMS Manual to ensure any ineffective controls are identified and rectified.
108. All efforts are made by the provider to ensure applicable regulatory requirements and safety objectives are met within the FRMS and indeed CASA will not otherwise approve the FRMS. This means the provider will not be liable for any client deficiencies regarding FRMS requirements stipulated in the CASA-approved FRMS Manual and supporting documents.
109. As per Civil Aviation Safety Regulation (CASR) Part 119, an HP/HF/NTS program is a subset of an SMS which means the operator, in this case the client, holds final responsibility for the HP/HF/NTS program when using a third party such as, in this instance, the provider. While all efforts are made by the provider to ensure all the relevant regulatory terms and safety objectives are met, the client remains responsible for the HP/HF/NTS program and its outcomes.

Future Audit Provisions

110. In the event of regulatory audits (e.g. from CASA), the provider shall at no additional cost produce all applicable information required to allow the client to demonstrate that it is compliant with all required regulations with respect to provider's deliverables.
111. In the event of regulatory audits, the provider will make themselves available to the client for mutually agreed periods with the client and the auditors to answer audit-relevant questions.