Terms of Business
1. Definitions
“We”, “Us”, “Our” means Refined International Pty Ltd ABN 71 660 744 641 its employees, directors and contractors.
“You” and “Your” means an individual, firm, entity or organisation to whom or to which Professional Services are provided by Us.
“Professional Services” means all of the Services and Products to be provided or performed by the Us including, without limitation, management consulting, speaking engagements, events, mentoring, facilitation, running courses and the like or other services as agreed from time to time.
“Commencement Date” means the date of the Engagement Letter, Invoice, Guide To Getting Started, or Schedule attached to the Invoice.
“Contract Fee” means the fee agreed in writing, verbally or email, being the consideration You have agreed to pay Us to carry out the Professional Services or Event subject to any variation thereof by You in accordance with this agreement.
“Engagement” or “Engagement Letter” means an agreement, or Invoice, whether written or otherwise, between Us and You relating to the provision of Professional Services or Events by Us. Consultations prior to such agreement are not part of an Engagement.
“Event” means a retreat, seminar, networking event, webinar, workshop, program, course, coaching session, promotion or other sessions organised or produced by Refined International Pty Ltd whether live or online.
“GST” means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.
“Intellectual Property” means any Intellectual Property Rights arising from this agreement or Material supplied by Us.
“Intellectual Property Rights” means statutory and other rights in respect of property rights, copyrights, Confidential Information and all other Intellectual Property Rights as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.
“Confidential Information” includes, without limitation, confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, financial, accounting, marketing and technical information, customer and supplier lists, ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
“Material” includes books, papers, documents, information, graphs, tables, reports, images, photographs, recordings, computer and other data, computer programs, systems and all models necessary to perform the Professional Services.
“Minimum Deposit”means the amount specified as the minimum deposit payable for the Professional Services or Event.
“Paid in Full Payment”means payment of the entire Contract Fee of the selected Professional Services or Event.
“Recurring Payments” means an instalment arrangement for the payment of the balance of the Contract Fee for the selected Professional Services or Event in instalments after the Minimum Deposit has been paid.
“Registration” means registration via the internet, website or other means and entitles one individual (name as registered), after payment, to attend the Event You have registered for.
“Schedule” means the Schedule to the Engagement Letter, Invoice or Guide to Getting Started.
“Term” means, subject to the provisions of this agreement, a period commencing on the Commencement Date and continuing until terminated pursuant to the terms of this agreement.
“Writing” includes typewriting, printing, photography, lithography and other electronic means of representing or reproducing words in a visible form and “Written” has a corresponding meaning.
2. Interpretation
Unless the context otherwise indicates:
(a) all references to statutory provisions are to be construed so as to include all regulations under and any statutory modification or re-enactment of such statutory provisions (whether before or on or after the date of this agreement) for the time being in force;
(b) the schedules and annexures to this agreement have the same force and effect in all respects as if they were set out in the body of this agreement;
(c) words importing the singular include the plural and vice versa;
(d) words importing any gender include every gender;
(e) all dollar ($) amounts are in Australian currency or any other currency stated in the Invoice;
(f) words denoting individuals include corporations and vice versa;
(g) clause and subclause headings are for convenience only and do not affect the interpretation of this agreement;
(h) where any word or phrase is given a defined meaning in this agreement, any other part of speech or grammatical form in respect of such word or phrase has a corresponding meaning;
(i) a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure to this agreement; and
(j) every agreement or undertaking expressed or implied by which more than one person covenants, agrees, undertakes or appoints or are taken to do so binds and extends to such persons and to any two or greater number of them jointly and to each of them severally.
3. Duties
3.1 Our Duties
You, by this agreement, engage Us to perform (in return for and subject to payment of the Contract Fee) the Professional Services or Event in the manner and to the standard hereinafter required, which Professional Services or Event may not be varied otherwise than with Your prior Written approval. Acceptance of this agreement may be in writing, verbally, by accepting an Invoice or by providing instructions to provide services.
3.2 Your Duties
(a) You are responsible for the accuracy and completeness of the particulars and information provided.
(b) We have the ability to share Your information with partners and professionals so engaged by Us, and You authorise the release of any information relating to You for this purpose.
(c) Your outcomes for the Professional Services or Event You have registered for is dependent on Your dedication, participation, desire and motivation, Your knowledge and various skills. Since these factors differ according to individuals, We cannot guarantee Your outcome. Nor are We responsible for any of Your actions.
4. Registration and Payment
4.1 Your participation in the Professional Services or Event is subject to approval by Us.
4.2 You must pay Us the Contract Fee during the Term as set out in the Invoice.
4.3 If and when applicable, GST payable on Our Professional Services will be set out on Our Invoices. You agree to pay the GST or any statutory taxes imposed on these charges.
4.4 You agree to accept Invoices by email and pay the Invoice prior to Professional Services or Event being provided.
4.5 Payment of the Contract Fee may be made either by a Paid in Full Payment or by way of Recurring Payments.
4.6 The Contract Fee does not include travel costs or accommodation costs or incidental costs associated with any Professional Services or Event.
4.7 You agree to pay Us the Contract Fee regardless of whether You have participated in, attended, or completed the selected Professional Services or Event.
4.8 If paying by debit card or credit card, You give Us permission to automatically charge Your credit or debit card for the Contract Fee due and payable to Us, without any additional authorisation, for which you will receive an electronic receipt. You also agree that We are authorised to share any payment information and instructions required to complete the payment transactions with Our third-party payment service providers (e.g. credit card transaction processing, merchant settlement, and related services).
4.9 If You elect for Recurring Payments, You hereby authorise Us to charge Your credit card or debit card automatically according to the terms set forth in the Schedule attached to the Invoice, the first payment being due after the Minimum Deposit has been paid and prior to the Commencement Date of the selected Professional Services or Event, according to the Schedule.
4.10 If Recurring Payments are declined for payment, You must provide a new payment method promptly or Your access to the Professional Services or Event will be terminated.
4.11 You are required to complete the remaining payments of Your Recurring Payments and You authorise Us (without notice to you) to collect any and all outstanding payments, using any eligible payment method We have on record for You.
4.12 We reserve the right to terminate your participation in the Professional Services or Event at any time, without notice, for conduct that violates this agreement or is harmful to other participants, Us, or third parties, or for any other reason.
5. Refund and Cancellation
5.1 Cancellation of Event
We reserve the right to change an Event at any time, this includes location, date and time. In the unlikely event that this will happen, reasonable effort will be made to ensure an Event of an equivalent standard in a reasonable distance from the original location, or a virtual event. Occasionally we may need to cancel an Event. We will make reasonable effort to reschedule an Event. If a virtual Event cannot be conducted at the planned date and time, a reasonable alternative will be provided which will include, but is not limited to, a new date and time.
5.2 Refund Policy
(a) All sales of all products and services, including Professional Services and Events are final. Refunds, exchanges, or cancellations are solely at the absolute discretion of Refined International Pty Ltd.
(b) In the rare and unlikely event of a cancellation of an Event without reschedule, We will refund on a pro rata basis. We will have no further liability to You in respect to cancellation without reschedule.
(c) If You purchase the Rise and Refine 12-week Summer School 2024 Program and if after the first two (2) sessions (being the 1:1 mentoring session and the first group mentoring session) You believe the program is not right for You, You must notify Us within two (2) business days after the second session, and You will be eligible for a refund of monies paid less a $250 administration fee.
6. Ownership of material and confidentiality
All copyright, image and Intellectual Property Rights in all reports, Materials, photographs and recordings (whether by Us or You) prepared and or presented by Us and our employees, servants or agents in regard to the provision of the Professional Services or Event belong to Us.
If You, Your employees, servants, agents, contractors or other parties engaged by You use any of the Material without Our Written Authority, You agree to pay Us an additional Fee for the use of the Material. You agree that We will determine the Fee at Our absolute discretion. This clause will survive this agreement.
6.1 Intellectual Property Rights
All Intellectual Property Rights in regard to the Professional Services or Event or arising from the provision of the Professional Services or Event which are developed by Us are the property of Us.
6.2 Photography and Video Recording
By registering for or attending an event, whether live or virtual, You consent to Us using your image and/or likeness in any photography or video recordings We create, unless otherwise advised by You. These recordings may be used for promotional purposes or otherwise at anytime in the future. Photographic, video or audio recording by You for any purpose other than private non-commercial purposes is not permitted at any Event whether live or virtual.
6.3 Comments, Feedback, Testimonials
If You provide Us with comments, feedback or testimonials, whether written, verbal or otherwise, You consent to Us using this information and or likeness in our marketing collateral. Please note We will not identify You by name unless You have given Us permission to do so. Should You wish to revoke any information You have provided Us please contact us through the contact information provided at www.gravitasproject.com and we will remove reference to your remarks in any future collateral.
7. Compliance with applicable laws
7.1 Comply with statutes
We must observe and comply with the provisions of any statute, regulation or by-law which is required to be observed or performed in the performance of the Professional Services or Event.
7.2 Comply with relevant law
Without limiting the generality of the foregoing, We must comply with all legislated policy and other applicable law which are relevant to Us in relation to the Professional Services or Event.
7.3 We are independent of You
We are an independent contractor, and nothing in this agreement or elsewhere constitutes Us as the agent or employee of You or the parties as partners or joint venturers, nor are We authorised to incur, nor may We incur, any debt or obligation on behalf of You, without the prior Written consent of You being first obtained.
8. Lien
Without affecting any lien to which We are otherwise entitled at law over funds, papers and other property of You in Your possession:
(a) We shall be entitled to retain by way of lien any funds, property or papers of Yours, which are from time to time in Our possession or control, until all costs, disbursements, interest and other moneys due to Us have been paid.
(b) The lien will continue notwithstanding the termination of this agreement.
9. Privacy
You agree to our Privacy Policy.
10. Governing Law
This agreement will be governed and construed in accordance with the laws of the state of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that state for any dispute arising under this agreement or its implementation or enforcement.
11. Successors and Permitted Assigns
This agreement is binding upon and inures to the benefit of the parties, their respective permitted successors and permitted assigns, and to each of their respective executors, administrators, legal representatives, heirs and permitted assigns.
12. Variation
We may vary these terms and/or conditions of this agreement at any time with or without Your consent or notification. This Agreement replaces any previous agreement.
13. Counterparts
This agreement may be executed in any number of counterparts and all of such counterparts taken together are taken to constitute one and the same instrument.
14. Entire agreement
This agreement, including any Invoice and Schedule constitutes the entire agreement between You and Us and supersedes all prior communications and representations, inducements, undertakings, agreements or arrangements between You and Us, whether oral or in writing.
15. Engagement of Other Experts
We may engage other experts to assist You as an agent for You. The use of other professionals does not constitute the giving of advice by Us and We have no responsibility for any act or omission committed by any other professional so engaged and to the fullest extent authorised by the law You agree to release and indemnify Us, Our employees, Directors and agents from any suits, claims, actions or demands You may have arising from any act or omission caused by an expert so engaged.
16. Severance
If any clause, subclause, paragraph, subparagraph or part thereof of this agreement is held or found to be void, invalid or otherwise unenforceable, it will be taken to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of this agreement will remain in full force and effect.
17. Technology
Unless otherwise agreed, You are responsible for the supply, operation, and management of technology to engage the Professional Services or Event to be provided. In the instance of technology problems or failure You will rectify all problems. Where services need to be re-scheduled a further fee may be payable by You.
18. Limitation and the Apportionment of Liability
18.1 To the extent permitted by law, You agree that to the extent that any loss or damage suffered by You is attributable to fault, negligence, or lack of care on Your part or on the part of any person for whom You are responsible, We (and our principals and employees) are not liable (in tort, contract or otherwise) for the loss or damage.
18.2 Where You submit a claim in respect of the services performed by Us, Our liability in respect of such claim is limited to an amount equal to the Fees received by Us in the Financial Year in which the claim arises.
18.3 If You make a claim in excess of the Fees as described in Clause 21.2, You will release and indemnify Us from any liability.
18.4 You indemnify and releases Us from any public liability claim You, Your employees, directors and contractors.
18.5 Nothing in this agreement shall be taken to prove or otherwise establish any claim made by or on behalf of You unless written evidence in support of the claim is produced and acceptable to Us in its reasonable opinion.
19. Other Services
For any other services You retain or request Us to perform these Terms and Conditions will apply.
20. Email or other Electronic Communications
20.1 You acknowledge that We are able to send e-mail and other electronic transmissions (“electronic communications”) to You and receive electronic communications from You.
20.2 You agree to release and indemnify Us against all claims, losses, damages, costs and expenses howsoever arising in consequence of any delays in or non receipt of electronic communication, or in any way related to Us having acted in accordance with the whole or any part of any electronic communication instructions from You, or as a result of any unauthorised copying, recording, reading or interference after transmission, and for any damage caused to Your system or any files by a transfer.
21. Assignment
The Firm may assign the Agreement without prior written consent of You.
22. Precedence
If You require Us to agree to any business terms or business agreement in providing the services, it is agreed between the parties that the Your contract will be disregarded for the purposes of the service offered in the agreement. For any other services these (Our) terms take Precedence over the Your contracts.
23. Force Majeure
In no event shall We be responsible or liable for any failure or delay in the performance of Our obligations hereunder arising out of or caused by, directly or indirectly, forces beyond Our control, including, without limitation, medical emergencies, illness, pandemics (whether declared or not), strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that We shall use reasonable efforts (at Our discretion) to resume performance as soon as practicable under the circumstances and further fees may be payable by You.