Subject to (and without derogating from) the terms of any contract which may be entered into between the Academy and the Customer in relation to the supply by the Academy of particular goods or services to the Customer, these terms and conditions (Terms and Conditions) apply to any supply of goods and services by the Academy to the Customer. Unless the Academy varies these Terms and Conditions in writing to the Customer, they apply in every contract for the supply of goods and services made between the Academy as supplier and the Customer as buyer, including workshops, programs, team pilots, capability assessments, online courses, sprints, memberships and the Diploma. All representations, statements, terms, conditions, guarantees and warranties (whether implied by statute or otherwise) not embodied in these Terms and Conditions are expressly excluded to the fullest extent permitted by law.
1. Definitions
In these Terms and Conditions:
"Academy" means Comprara Group Pty Ltd (ABN 57 642 065 594), trading as the Academy of Procurement;
"Customer" means the organisation or person that accepts a Quotation or enrols in a course;
"Learner" means a person who takes part in the Services, whether the Customer or someone the Customer has enrolled;
"Quotation" means the quotation or proposal provided to the Customer which specifies the goods and services to be supplied by the Academy, including any specific inclusions or exclusions, and which must be accepted by the Customer before the supply of the Services begins. For an enrolment made through this website, the Quotation is the description and price of the course, sprint, membership or Diploma shown on the website when the Customer enrols;
"Rates" means the rates or prices specified in the Quotation in relation to the supply of the Services; and
"Services" means any goods and services supplied by the Academy to the Customer as set out in the Quotation, including training, assessment and online learning.
2. Services
Subject to these Terms and Conditions, the Academy will supply to the Customer the Services, at the Rates specified in the Quotation. The Academy will use reasonable endeavours to provide the Services within the agreed timeframes, but time will not be of the essence, and the Academy will not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery by the Academy.
3. Price exceptions
Regular working hours
The Rates for instructor-led Services, unless otherwise specified, are based upon the provision of the Services during regular working hours (8:30am to 5:00pm Melbourne time) on regular working days (Monday to Friday). The Academy reserves the right to charge additional fees in respect of the provision of Services outside of these times.
Proximity
The Academy reserves the right to charge the Customer for any travelling time and expenses incurred in providing Services in person.
Customer changes
The Academy reserves the right to charge the Customer for any extra costs incurred by the Academy caused by the Customer's instructions, lack of instructions, interruptions, mistakes, work for which the Academy was or is not responsible (variations), or a change to the Customer's requirements or circumstances.
4. Use of sub-contractors
The Academy may assign and/or subcontract its rights and obligations under these Terms and Conditions without notice at any time. The Customer may not assign or otherwise dispose of its rights and obligations under these Terms and Conditions without prior written consent from the Academy.
5. Each party's obligations
The Customer will:
- make sure each Learner can take part in the Services and has what they need to do so, which for online learning means a suitable device and internet connection; and
- give the Academy the information it reasonably needs to deliver the Services.
The Academy will:
- deliver the Services with due care and skill; and
- exercise reasonable best practice when on the Customer's premises or using the Customer's systems to provide the Services.
6. Payment
The Academy will invoice the Customer in respect of all Services provided in accordance with these Terms and Conditions. The Customer will pay such invoices within 30 days of the invoice date. Any amounts due by the Customer to the Academy which have been outstanding for a period in excess of 30 days may, at the Academy's option, be subject to additional interest charges of 18% annually, calculated weekly from the invoice due date.
A membership is an ongoing subscription, billed monthly or every six months until the Customer cancels it.
Refunds for online courses, sprints, memberships and Diplomas are set out in our refund policy. Otherwise, no refunds or credits are given for unused prepaid Services, and prepaid Services must be used within 12 months of payment.
7. Taxes
Unless stated otherwise, if a Taxable Supply is made under these Terms and Conditions the party which made the supply (the "Supplying Party") may in addition to the amount payable under these Terms and Conditions recover from the other party (the "Receiving Party") an additional amount on account of GST, calculated by multiplying the amount payable by the GST Rate.
Where a Taxable Supply is made under these Terms and Conditions the Supplying Party shall issue to the Receiving Party a Tax Invoice or an Adjustment Note, as applicable, in accordance with the GST Law.
In these Terms and Conditions, "GST", "GST Law", "GST Rate", "Taxable Supply", "Tax Invoice" and "Adjustment Note" have the meanings given in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth).
8. Limitation of liability of the Academy
Nothing in these Terms and Conditions excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified.
Subject to that, and to the fullest extent permitted by law, the Academy excludes all warranties, guarantees and conditions, whether arising in contract, negligence or otherwise arising out of or in connection with the supply of the Services.
To the extent that any warranty, guarantee or condition cannot be excluded, the liability of the Academy for breach of any such guarantee, condition or warranty shall be limited, at the option of the Academy, to any one or more of the following:
- in the case of the provision of goods: 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 the provision of services: the supplying of the services again; or the payment of the cost of having the services supplied again.
Except as expressly provided to the contrary in these Terms and Conditions, the Academy excludes all liability for any indirect or consequential expenses, losses, damages or costs incurred by the Customer arising in any way out of or in relation to the supply of the Services (even if due to the negligence of the Academy). Any liability of the Academy that may arise under these Terms and Conditions is limited to the maximum extent permitted by law.
Neither party will bring an action against the other relating to the Services more than 2 years after the supply of the Services, excluding an action seeking payment for the Services.
9. Indemnity
The Customer hereby indemnifies and holds the Academy harmless against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including legal costs) incurred or suffered by the Academy arising directly or indirectly as a result of any breach of any provision of these Terms and Conditions, any injury to or death of any person, or any negligent act or omission or wilful misconduct, by the Customer.
10. Intellectual property
The intellectual property rights in all intellectual property owned by the Academy at the commencement of the application of these Terms and Conditions remain the property of the Academy. The intellectual property rights in all intellectual property developed by the Academy in providing the Services to the Customer shall become and remain the property of the Academy, of which the Academy will license non-exclusive, non-transferable rights to the Customer.
All intellectual property rights in the course content, materials, tools, templates, assessments, know-how and methods used by the Academy in providing the Services shall remain the Academy's sole and exclusive property. A Learner may use them for their own learning and in their own work. They must not be copied, shared, published or resold, and a Learner's login must not be shared.
Before commencement of delivery of the Services, the Customer is responsible for identifying in writing any instances where these intellectual property terms are not compatible with the Customer's requirements. In such cases, the Academy shall be responsible for ensuring that no charged work related to that part of the Services is undertaken until any issues that have been raised are resolved. The Academy will attempt to resolve such matters within a reasonable time frame and in good faith.
The Customer warrants to the Academy that it has all intellectual property rights necessary for any material it gives the Academy to use in the Services, such as its own frameworks, documents or data. The Customer will indemnify the Academy from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including legal costs) which the Academy may sustain, or to which the Academy may be subjected, arising out of or relating to any breach of this warranty.
11. Learner information
The Academy handles personal information as set out in its privacy policy. Where the Customer is an employer that has arranged the Services for its people, the Academy may give the Customer each Learner's attendance, completion and results. The Customer is responsible for telling its Learners that this will happen.
12. Confidential information
Both parties acknowledge that they may obtain access to confidential and proprietary information belonging to the other in the course of the provision of the Services. The parties agree not to disclose such confidential information to any person except where:
- the information is in, or comes into, the public domain;
- the information is required to be disclosed by law; or
- the owner of the information consents to its disclosure, or disclosure is required for the provision of the Services.
13. Retention of title
Property and ownership in goods and entitlements (including course materials, online access, licences and subscriptions) will remain with the Academy until the Customer has made payment in full in cleared funds of the price of those Services and all other amounts owing to the Academy under these Terms and Conditions. The Academy may suspend access until then.
The Customer must pay any costs incurred by the Academy, including legal costs on a solicitor-own client basis, arising from any disputes or negotiations with third parties claiming an interest in any Services supplied by the Academy.
14. Certificates and CPD hours
Certificates and CPD hours are issued under the Academy's CPD policy. The Academy is not a registered training organisation, and its certificates, Diploma and Advanced Diploma are not nationally recognised qualifications.
15. Delay and force majeure
Neither party is responsible for failure to fulfil any obligations due to causes beyond its control.
16. General provisions
These Terms and Conditions and the Quotation that they support may not be changed or modified in any way except in writing signed by or on behalf of all the parties. By placing an order, enrolling in a course or requesting Services, the Customer acknowledges that it has read and agrees to be bound by these Terms and Conditions.
These Terms and Conditions, the policies they refer to and the Quotation constitute the entire agreement between the parties with respect to the provision of the Services and supersede all previous agreements or understandings, representations, warranties and conditions not expressly stated herein.
If any term of these Terms and Conditions or any part thereof is or becomes or is declared illegal, invalid or unenforceable for any reason whatsoever in any jurisdiction and such term or part is severable, it is deemed deleted from these Terms and Conditions in the relevant jurisdiction.
If the Academy elects not to exercise any of its rights arising as a result of a breach of these Terms and Conditions, this will not constitute a waiver of any rights of the Academy relating to any subsequent or other breach.
These Terms and Conditions shall be governed by and interpreted in accordance with the laws in force in the State of Victoria. The parties submit to the exclusive jurisdiction of the Courts of the State of Victoria.
Unless otherwise specified, each party will, at its own expense and when requested by the other party, promptly do, sign and deliver everything reasonably required to give full effect to these Terms and Conditions and the transactions contemplated by these Terms and Conditions.