Business Terms of Service.

Our Terms & Acceptance

All contracts/agreements that the Consultant may enter from time to time for the provision of Management Consultancy Services and/or Learning & Development shall be governed by these Business Terms of Service.

1. The various programmes we provide (“Programmes”), and our other services are set out on our “Site” ("The Services”)

2. These terms of service together with other referenced documents including any

3. You will be deemed to have accepted these terms on the earlier of:

   • Completing in part our Learning Management Framework (LMF) to ‘Discover’ – ‘Design’ – ‘Develop’ your specific business solution;

   • Instructing us (whether verbally or in writing) to proceed with the provision of the Services;

   • Completing the relevant enrolment process;

   • Making payment to us after having received a copy of these Terms; or

   • Indicating your acceptance of these Terms via either of our Proposal/ Project Plan/ Presentation by either written or verbal means.

4. The Terms of Service from the entire agreement/proposal/presentation between the Parties in relation to the Services. Please read the Terms carefully and contact us if you have any questions.

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Definitions  

1. Business Day - means a weekday other than a public holiday.

2. Business Hours – means the hours of 9:00 to 17:00, is 8 hours (less 1 hour for breaks) = 7 hours professional services (consulting, education, coaching, learning and development etc.) time (3.5 hours = ½ day).

3. Programmes – shall mean ‘Integrated Development Dimensions’ which is a bespoke ‘Learning and Development’ initiative/project and ‘Consulting Services’.

4. Consulting Services - shall mean the provision of the expertise of the Consultants to identify and solve complex business, organisational and operational problems and define and improve performance. Such as Strategy development, Leadership, Team and Organisational Strengthening including process analysis or operational improvement services, change-management, advisory, facilitation, or development of coaching skills.

5. Integrated Development Dimensions - shall mean incorporating consulting services and a bespoke in-company learning and development, a customised or tailored programmes, that may include management and leadership assessments, education, mentoring, coaching, and organisational culture development.

6. Client – shall mean the person or entity identified as the leader/lead/sponsor of the Scope of Works.

7. Consultant – shall mean the individual 363 practitioner and/or facilitator who is responsible to lead and manage the Client’s Programme or project.

8. Scope of Works – shall mean a written statement of work agreed by or on behalf of each of the parties, including the ‘Programme Planning Calendar’.

9. Programme Planning Calendar – shall mean a project tool, a written management plan, including a schedule listing of Programme’s milestones, activities, and deliverables.  Each task has a summary of outcomes, human resources required and defines the working and non-working dates for task/s.

10. Standards of behaviour – shall mean, participants on our Programmes are required to follow the same standards of behaviour that apply in the industry sector that the programme relates.  As part of the orientation session for each programme, the 363 facilitators will outline the specific ground rules that apply in that programme.  If the behaviour of any participant does not comply with the standards outlined, the programme facilitator will speak with the participant.  If the case arises where a participant continues to disregard the standards of behaviour that have been outlined for a particular programme, 363 reserves the right to reject/eject/exclude the participant from the remainder of the Programme, with no refund of fees.

11. Caveat – shall mean, we may at our absolute discretion, accept or reject enrolment/registration of any applicant in a Programme.

12. Code of Practice – shall mean that the Consultant follow the Code of Practice for management consulting, the code sets out the principles of the ethical practice to ensure 363 members maintain their professionalism and adhere to high ethical standards while providing services to Clients, and in their dealings with their colleagues and the public.

13. Access and Equity – shall mean in all approaches to learning and development, 363 is committed to access and equity.  If there is a particular need that may be a barrier to successfully completing the Programme, the participant is free to discuss this with the 363 Director or Consultant prior to enrolment.  Wherever possible, 363 will make what is called ‘reasonable adjustment’ to meet the needs of an individual or group clients.

14. Language, literacy, and numeracy – shall mean the Consultant and/or 363 staff make a special effort to ensure that the language used in our programs is meaningful to people working in the industry that each program is related to.  However, if there is a particular need for a program to develop language literacy and numeracy skills, 363 will be happy to refer you to a training organisation that has special skills and programs that meet these needs.

15. Accessing records – shall mean participants are entitled to have access to the personal information that 363 holds about themselves.  If they would like to arrange access to their records and a copy of our privacy policy, please contact us.

Services - Learning Management Framework

363 has a Learning Management Framework (LMF) that provides a standardised approach to Learning & Development that builds the Client’s peoples capability and supports the business to achieve its goals, it’s how we work:

• D1 – DISCOVER – the consultative brief to gain full appreciation of the issues and define the business imperatives and the development needs/opportunities and business outcomes

• D2 – DESIGN – the complete integrated experience to business processes, systems and outcomes identified in D1

• D3 - DEVELOP – the controls and quality content to design, business dynamics and areas of improvement in accordance with design quality standards in D2

• D4 - DEPLOY – to identify and plan development activities in readiness for delivery of learning on time on target

• D5 - DELIVER – to implement the 'WE' thing solutions, that all learning is undertaken in alignment with D2 principles

• D6 - DRIVE – to ensure that the learning transfer is effectively supported by leaders, underpinned by the Clients Leadership Competency Framework and 363's coaching

• D7 - DEBRIEF – to undertake the qualitative approach to evaluation using Kilpatrick's ROI framework.

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Services - Integrated Development Dimensions

1. Integrated Development Dimensions (IDD) - is an in-company learning & development programme customised or tailored for organisations specific needs and goals; fees apply for the define, design and development phases outlined in the LMF process above.

2. IDD Programme offerings – can include customised or tailored in-house design and development programmes, diagnosis, analysis, assessments, surveys, consulting, advisory, specialised training and education, executive and leadership coaching, audits, facilitation, etc.

3. Consulting Services - to identify and solve complex business, organisational and operational problems and define and improve performance. Such as Strategy development, Leadership, Team and Organisational Strengthening including process analysis or operational improvement services, change-management, advisory, facilitation, or development of coaching skills.

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Confidentiality & Non-disclosure

• Consultants shall not disclose to any third party any details regarding the Client’s business, including:

• Without limitation any information regarding any of the Client’s customer information, business plans, or price points (the “Confidential Information”).

• Neither party will use, adapt, or make copies of any Confidential information or any content based on the concepts contained within Confidential information of the other which is disclosed or otherwise comes into possession under or in relation to the Agreement for personal use or for distribution unless requested to do so by both parties; and

• This obligation will not apply to information which the recipient can prove was in possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

Indemnification

The Client agrees to indemnify, defend, and protect 363 CORE and its Consultants from and against all lawsuits and costs of every kind pertaining to the Client’s business, including reasonable legal fees, due to any act or failure to act by the Client based upon the Consulting Services.

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Force Majeure Event

Obligations suspended for force majeure, means an event or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes, affecting third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

No Modification Unless in Writing

No modification of the Programme/s shall be valid unless it’s submitted in writing and agreed verbally or written by both parties.

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Deliverables

The Consultant shall deliver the Deliverables to the Client, by providing the Client the services in accordance with the Learning Management Framework. The initial focus is on D1 discover, D2 design and D3 development of solutions.  These services have deadlines and have expected dates of delivery.

The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the proposal/s, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

The Consultant warrants to the Client that:

1. The Deliverables will conform with the business outcomes in Scope of Works.

2. The Deliverables will be free from material defects; and

3. The Deliverables will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach in any jurisdiction under applicable law.

Timelines

The Client will be provided with a timeline project plan/calendar and resources that have been committed to the project including:

• Start date – the Consultant shall commence the provision of the Services

• Completion date - the Consultant shall and/or cease to provide the Services

• Key dates – the Consultant agrees to provide parts of the services at the specific dates set out so not to interfere with operational imperatives.

Client Materials

• The Client must supply to the Consultant the Client Materials specified in the Scope of Work, in accordance with any timetable specified in the Scope of Work and Planning Calendar.

• The Client hereby grants a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Client Materials to the extent reasonably required for the performance of the obligations of the Consultant under these Terms of Service, together with the right to sub-license these rights.

• The Client warrants to the Consultant the Client Materials will not infringe the Intellectual Property Rights of any person and will not breach the provisions of any law, statute, or regulation in any jurisdiction and under any applicable law.

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Intellectual Property Rights

The Parties acknowledge and agree that the Client will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to, copyright and trademark rights.

363 and the Consultant agrees not to claim any such ownership in such work products intellectual property at any time prior to or after the completion and delivery of such work product to the Client.

Fees & Charges

1. Deposit Payment - An upfront non-refundable fee of 25% of the contract total is required on acceptance of a 363 proposal for administration and logistical purposes, and 50% deposit in the case of a coaching service is part of the proposal,

2. Balance of Payments - Balance of contract total is paid by contractual agreement (e.g., over the period of a full Learning and Development/Coaching programme to maximum 12-month term) will be invoiced either weekly/fortnightly/monthly in equal and consecutive amounts which will be issued on the 1st and 15th day of each month in advance,

3. Coaching Pricing Plans - coaching packages purchased online via the website are strictly upfront payment terms.

4. Variations of Fees - Variation of fees and charges will be invoiced separately on the first business day of the following month,

5. Goods & Services Tax - Educational Courses and development Programmes that denote non-accredited are subject to GST.

6. Quoted Fees and Considerations - in the 363 proposal or any forms of communiqué are valid for fourteen (14) days only from date of proposal.  Reconfirmation of fees and considerations will be in writing from 363.

7. Number of Participants - While IDD Programmes recommend a minimum of six (6) participants for cost effectiveness, group size may be as few as one (1) participant - full fees as stated still apply.

8. Certification – 363 reserves the right to withhold any, all Statement of Attendance or Certificates of Completions or Attendance until payments of professional fees paid in full.

9. Public holidays and weekends – when 363 services scheduled during public holidays and weekends will be subject to an additional 50% surcharge on the agreed schedule of fees.

10. Delayed travel - due to flight cancellations or postponement – when 363 Consultants and/or staff members have experienced travel delay by more than two (2) hours will be subject to an additional 50% surcharge of the agreed schedule of daily fees.

11. Venue and logistical costs - 363 shall not discount or reimburse an organisation for venue and logistical costs where the Client elects to have the Programme conducted in off-site premises.

12. Reimbursements of general expenses - Where Integrated Development Dimensions programmes are conducted outside the metropolitan area all travel, motor vehicle hires, accommodation, and other associated expenses are not covered by 363.  Reimbursement of these expenses will be at cost plus 15%.

13. Regional/Interstate/International Travel Allowance - Where travel is required for Integrated Development Dimensions and/or Courses, a travel allowance fee of 50% of the daily professional delivery fee will apply as per 363’s Summary of Charges and Fees.  The fee will be calculated on per day (based on an eight [8] hour day) or part thereof basis.

14. Motor Vehicle Allowance - Where travel by motor vehicle exceeds 20 kilometres from the CBD, a Motor Vehicle Travel Recovery Fee will apply as per the Australian Taxation Office commercial traveller’s guide.

15. Meal Allowance - Where In-Company Learning & Development Programmes and/or Courses are conducted, and meals are not provided by the organisation, a Meal Allowance will apply as per the Australian Taxation Office commercial traveller’s guide.

Payment Terms

• Tax Invoices - are issued in advance on the 1st and 15th day of each month,

• Payment Terms - are strictly net within fourteen (14) days of tax invoice date,

• Overdue payments – are subject to a surcharge of 10% per annum which interest will accrue daily until the date of the actual final payment, and be compounded at the end of each calendar month. 

• Legal & Recovery Fees - All incurred legal and other associated costs will be recoverable in addition to the surcharge from the debtor.

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Cancellation, Refunds & Transfers

1. Cancellations -

• All cancellation requests must be received in writing by a senior team leader or programme sponsor.

• Cancellations received in writing at least fifteen (15) business days prior to all programme commencement, will be subject to a 25% administration fee of the total Tax Invoice.

• Those received within ten (10) business days of programme commencement date will be subject to a 50% administration fee of the total programme Tax Invoice.

• Within five (5) business days of programme is non-refundable and non-transferable.

• Please note that if you do not cancel, you are still responsible for payment.

2. Refunds -

• All applications for refund will be assessed fairly and reasonably.

• The Programme fee is non-refundable five (5) business days before commencement.

• Refund assessments will be subject to costs incurred and loss of 363’s unrecoverable revenue.

• 363 will process refunds within 25 business days of approval.

• 363 will deduct by any amount owing by the Client.

3. Transfers Policy –

• Transfers received in writing to another or future Programme date, within ten (10) business days of commencement will be subject to a 25% administration fee of total Tax Invoice.

• Maximum TWO (2) transfers allowed per enrolled course.

• All transfer requests must be received in writing.

4. Substitutions Policy –

• Substitute candidates are acceptable at any time, an additional service fee of $400 and any logistical and consumable costs will apply.

5. Price Variation –

• Every endeavour is made to maintain prices as proposed/quoted/advertised however prices may be subject to review and alteration without notice, to meet rising costs.

Legally Enforceable

• Legally Enforceable Agreement - This ‘Terms and Conditions’ serves to document a legally enforceable ‘Agreement’ [initiated in all forms of communication as the ‘Proposal’ or as a ‘Verbal’] for Sawiris & Company Pty Limited (363 CORE Learning) to deliver the full or any part of its products and services to individuals, commercial and corporate enterprises.

Governing Law

• Professional Services agreed by both parties and the interpretation of its terms shall be governed by and construed in accordance with the law of the State of West Australia and subject to the exclusive jurisdiction of the federal and state courts in West Australia.

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Client Satisfaction Guarantee

We stand behind our products and services.  So, if you are not satisfied with one of our products or services, it’s our fault, not yours, and we’ll make it right.

Our Commitment to every Client is to provide an UNCONDITIONAL GUARANTEE by:

1. Respecting your time:  We offer 2-hour appointment windows – seven days a week, day, or night.

2. Simplifying your experience:  We’re always there for you to understand your concerns and communication access across all digital devices and 24/7 support.

3. Making things right if we fall short:  We’ll explain its context honestly and give you an automatic and transparent rework of the area of concern, it’s on us 100%.

4. To “call in” the guarantee:  Your feedback MUST BE IN WRITING by an authorised person and within 30 days of service delivery date. 

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