TERMS AND CONDITIONS
These Terms and Conditions contained in this agreement apply to all services (the “Services”) to the client by The e-Learning Company.
Unless otherwise specified, all quotations are an estimate of The e-Learning Company’s charges. All quotes are valid for 30 days or the period specified in the quote.
Prior to the commencement of any Services, clients must prepay 50% of the amount of all quoted Services which exceed the sum of A$5,000 including GST within 7 days of invoice date, with the balance due under the normal terms of payment.
The e-Learning Company reserves the right to charge a cancellation fee in the event that a client cancels a session within 24 hours prior to the scheduled booking. This fee may be an amount equal to up to 100% of the amount that would have been payable (including GST) for the session(s), had they not been cancelled.
CLIENT’S EQUIPMENT AND MATERIALS
The e-Learning Company shall not be responsible for the safety of any client’s materials, whether on the premises, in production, in storage (on site or not) or in transit.
Ownership of the copyright of anything produced, manufactured, duplicated or supplied by The e-Learning Company does not pass to the client until all monies due to The e-Learning Company have been paid by the client. Express authority must be given by the client for any re-recording, either in whole or in part. Master copies remain the property of the client and will not be released unless written permission is obtained from the client.
TERM OF PAYMENT
Terms of payment are strictly net cash within 14 days from the invoice date, unless special arrangements are in place and confirmed by The e-Learning Company in writing. All overdue accounts may be charged interest at a rate not exceeding 19% PA plus debt collection fees, such interest being calculated on the overdue amount from the date the invoice was issued (and not the date payment was due) until full payment by the client. Any claims/disputes on invoices must be made within 7 days from the date of the invoice, failure of which the client will be deemed to have accepted the invoice in all respects. You acknowledge and agree that we may charge you other fees, costs, or expenses in relation to your credit account and we reserve our right to charge you such fees, costs, or expenses even if they were not included in an invoice to you.
RETENTION OF PROPERTY
The e-Learning Company may retain all materials including documents, tapes and equipment delivered by the client to The e-Learning Company until all monies due to The Cyberinstitute have been paid by the client.
CREDIT/CHARGE CARD PAYMENTS
Where you make a payment or part payment by credit or charge card, you acknowledge and agree to pay a credit card payment fee not exceeding 3.25% (including GST) of the invoice total for every invoice.
Credit may be granted to the client at the sole discretion of The e-Learning Company upon the satisfactory completion by the client of the -Learning Company credit application. The e-Learning Company may obtain a credit report containing personal credit information about the client from a credit-reporting agency and the client must comply with any request by The e-Learning Company to provide further information for the purpose of assessing the client’s creditworthiness, including completing an updated credit application.
The e-Learning Company reserves the right to refuse credit to any client and to obtain a cash payment prior to the provision of services, facilities or materials.
Credit facilities may be suspended if an account is not paid within normal terms of trading. The e-Learning Company may cancel the credit facilities at any time in its absolute discretion.
Should the client breach these Terms and Conditions of trading, all monies owing by the client to The e-Learning Company will become due and payable immediately.
These Terms and Conditions may be varied, added to or amended by The e-Learning Company at any time by written notice to the client.
No person, acting without the express written authority of a Director of The e-Learning Company, is authorised or permitted to make, on behalf of The e-Learning Company, any assertion, statement, warranty, admission or other representation in respect of the given Services or their supply at variance with this agreement.
LIMITATION OF LIABILITY
Except as required by law, The e-Learning Company accepts no liability for any injury to any person, any loss or damage to any equipment or materials (including tapes), or any consequential loss suffered by any client during or after The e-Learning Company provision of Services, facilities or materials, from any cause including faulty materials or equipment supplied by third parties, and any act or omission of The e-Learning Company or its agents.
The client indemnifies The e-Learning Company from and against all actions, proceedings, claims, demands, costs, losses and expenses made against The e-Learning Company or incurred by The e-Learning Company in respect of any infringement of any law for the time being in force, copyright or any action for royalties, performance fees, or defamation, or otherwise in relation to the Services or this agreement.
If a client’s film, video tape or other recording medium is damaged as a result of Thee-Learning Company ’s negligence during production or in storage, then The e-Learning Company shall be responsible for the replacement of the damaged film/tape or its equivalent value in cash, only with respect to the purchase value of the raw film stock or video tape or material supplied. This is to be undertaken without liability whatsoever for the recorded contents of the film or video tape, or material supplied so damaged.
The e-Learning Company shall not, in any way, be liable to a client if it shall be unable to provide any facilities or services, or for any loss or damage caused to the client, as a result of a trade dispute or any other circumstance whatsoever outside The e-Learning Company’s control.
The client is solely responsible for ensuring that anything that is required to be done by The e-Learning Company for the client, does not breach the legal rights of any other persons, or any law in force in Australia or elsewhere. The client indemnifies The e-Learning Company against action, proceedings, claims, demands, costs, losses or expenses arising from any such breach.
The e-Learning Company is unable to guarantee the final products, should the material provided by the client not be to the standard or quality that The e-Learning Company requires.
The client will effect all necessary insurance in relation to any material left in the custody of or in transit to and from The e-Learning Company by the client.
Failure by The e-Learning Company to enforce any of the Terms and Conditions shall not be construed as a waiver of any of The e-Learning Company’s rights hereunder or a waiver of continuing breach.
The credit facilities provided by The e-Learning Company are not transferable by the client without the prior written consent of The e-Learning Company. The Cyberinstitute may assign this agreement in its discretion and without giving prior notice to the client.
If the client is a corporation: with the exception of a publicly listed company, it must advise The e-Learning Company of any alterations to its corporate structure (for example, by changing directors, shareholders or its constitution), and in the case of a change of directors or shareholders, The e-Learning Company may require new guarantors to sign the guarantee and indemnity to this agreement; and
- this agreement is subject to all of its directors entering into the guarantee and indemnity to this agreement.
If the client is a trustee of a trust entering into this agreement, the client warrants that:
- it enters into this agreement in both its capacity as trustee and in its personal capacity;
- it has the right to be indemnified out of the trust assets to ensure that it has sufficient funds to pay the monies due under this agreement;
- it has the power to execute this agreement on behalf of the trust;
- it will not retire as trustee, or appoint a new or additional trustee without advising The e-Learning Company in writing; and
- it will ensure that the provisions contained in the trust deed of the trust do not obstruct or prevent the client as trustee of the trust, from performing its obligations under this agreement. To satisfy this requirement, The e-Learning Company may request the client to provide a copy of the trust deed for which the client is acting as trustee.
If the client is a partnership entering into this agreement, the client warrants that:
- all of the partners have signed this agreement;
- this agreement is conditional on each partner of the partnership signing the guarantee and indemnity to this agreement;
- the partnership agrees that it must not alter its structure without advising The e-Learning Company in writing of the change; and
- if there is a change in partnership with the addition of new partners to the partnership, the new partners must also sign the guarantee and indemnity to this agreement.
If, as a result of:
- any legislation becoming applicable to the subject matter of this agreement; or
- any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration,
The e-Learning Company becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the client, then the client must pay The e-Learning Company these additional amounts on demand.
The client must pay GST on any taxable supply made by The e-Learning Company to the client under this agreement. The payment of GST is in addition to any other consideration payable by the client for a taxable supply.
The client must pay for its own legal, accounting and business costs related to this agreement, and all costs incurred by The e-Learning Company relating to any breach or default by the client.
The client charges in favour of The e-Learning Company all of its estate and interest in any real or personal property that the client owns at present and in the future with the amount of its indebtedness under this agreement until discharged.
The client appoints The e-Learning Company as its duly constituted attorney from time to time to execute in the client’s name and as the client’s act and deed any real property mortgage, bill of sale or consent to any caveat The e-Learning Company may choose to lodge against any property that the client may own, even though the client may not have defaulted in carrying out its obligations under this agreement.
All payments required to be made by the client under this agreement must be made free of any set-off or counterclaim and without deduction or withholding.
If any provision of this agreement is not enforceable in accordance with it’s terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
This agreement constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty or understanding.
This contract shall be governed by and construed in accordance with the laws in force in the state of Queensland, and the client submits to the jurisdiction of the courts of that state.
This agreement may be signed or executed in a number of counterparts, with the same effect as if the signatures to or execution of each counterpart were on the same instrument. Any counterpart of this agreement is deemed to have been duly executed if it is signed or executed by a party and sent to all other parties.