TRADING TERMS

Documents constituting agreement and definitions

  1. The contract between Creating Infinite Possibilities Pty Ltd (Company) and the customer (or any person authorised by you as customer) (You or Your) relating to any Goods or Services supplied by the Company are subject to these terms and conditions (Terms), the Purchase Order (if applicable), the Registration Form (if applicable) and any other document or agreement agreed by the Company in writing as forming part of the commercial arrangement between the Company and You (together, Contract).
  2. Confirmation means a written confirmation of a Training Session or Training Package issued by or on behalf of the Company in accordance with these Terms.
  3. Consequential Loss means loss of Goods, loss of contract, loss of profit, loss of business reputation, loss of opportunities, loss of revenue howsoever arising and whether in an action in contract, tort (including negligence), in equity, Goods liability, under statute or on any other basis.
  4. Goods means any jewellery, music books, artwork and other items offered for sale by the Company from time to time.
  5. Online Platform means the online platform, meeting platform or hosting site notified to You by the Company or any the Service Provider Personnel.
  6. Purchase Order means an order for Goods, communicated by email, formal purchase order or via any checkout facility on the Website.
  7. Registration Form means the registration form provided by the Company in accordance with these Terms.
  8. Service Provider Personnel means Deb Macintyre and/or any officer, employee or consultant of the Company from time to time.
  9. Services means any Training Session, Training Package, consultation or other service provided by Service Provider Personnel from time to time.
  10. Training Fee means the fee payable by You for a Training Session or Training Package as published on the Website or otherwise as communicated to You at the time of purchasing or subscribing to a Training Package.
  11. Training Package means one or more Training Sessions as stated on the Registration Form and/or Confirmation.
  12. Training Session means any training or consultancy session offered or given by Service Provider Personnel at a designated time and date as set out in a Confirmation.
  13. Website means https://www.debmacintyre.com/.

Orders

  1. Unless otherwise specified in the Contract, any quotation provided by the Company to You (whether verbal or otherwise) for the purchase of the Goods or Services shall lapse and have no effect 24 hours from the date of issue and may be withdrawn by the Company at any time prior to acceptance by You for any reason.
  2. The quantity and description of and specification of the Goods are, subject to this clause 2 and unless otherwise agreed, as set out in any Purchase Order.
  3. A Purchase Order once accepted by the Company forms part of the Contract.

Delivery of Goods

  1. The terms of delivery of the Goods are as stated in the Contract.
  2. Delivery will be deemed complete if the Goods are delivered to You at the Company’s premises or on collection from the Company’s premises by a third party freight carrier.
  3. The Company will not be liable for delay, failure or inability of any third party freight carrier to deliver the Goods. You will not be entitled to terminate the Contract because of any delay in delivery.
  4. The Company will not be liable for any damage, loss, destruction or contamination of any Goods following the delivery of Goods in accordance with clause 3(b).
  5. Except as expressly provided in these Terms (or otherwise agreed between the Company and You), the Company shall not be under any obligation to accept the return of any Goods delivered to You (or any third party to whom You authorise delivery to)

Supply of Services

  1. You agree to accept and pay for the Services and the Company agrees to provide the Services, subject to these
  2. A Training Package entitles You to Training Sessions conducted via the Online Platform and/or in person group training.
  3. If for any reason the Online Platform is not available at any time, the Company will use its best endeavours to provide an alternative platform via which the affected Services may be conducted.
  4. Subject to clause 16, if the Company is unable to provide the Services via the Online Platform as a result of any technical problem or server malfunction, inactivity or other reason beyond its control, the Company will use its best endeavours to reschedule the affected Services.
  5. The Company does not agree to provide the Training Package to:
  6. any person who is not resident in Australia or New Zealand; and/or
  7. any entity that is not incorporated in Australia or New Zealand.
  8. If You fail to attend any Training Session for any reason, Company will not refund any portion of the Training Fee. You hereby agree that the entire Training Fee is payable whether You attend a Training Session or not.
  9. If You are a partnership, trust, company or other entity, You may authorise only one of your personnel to attend a Training Session.

Bookings, cancellations and rescheduling

  1. You may request the provision of a Training Package by completing and submitting a registration Form to the Company. By submitting the Registration Form to the Company, You authorise and request the Company to contact You and enrol You in the requested Training Package.
  2. If the Company agrees to proceed with a Training Package, the Company will issue a Confirmation.
  3. You may cancel a Training Package within 3 days of the issue of a Confirmation by sending an email to the Company (at the email address shown on the Confirmation) requesting cancellation. If the Company receives a cancellation request in accordance with this sub-clause, the Company will cancel the Training Session and refund any fees paid for that Training Session.
  4. The Company reserves the right to reschedule a Training Session depending, among other things, on the availability of Service Provider Personnel and venues and while the Company will use all reasonable endeavours to reschedule a Training Session, the Company will not be liable in any way if You are unable to attend any Training Session.

Price of Goods and Services

  1. Unless otherwise designated in the Contract, the price of Goods shall be on a “EXW” (ex works) basis.
  2. If the price of Goods at any time will be other than EXW any associated costs incurred by the Company which arise as a result of the Company insuring or transporting the Goods from the point where the risk of loss passes to You shall be invoiced to and paid by You.
  3. All costs associated with the Company’s price lists, invoices and statements exclude GST and government taxes unless expressly noted thereon. You agree to pay to the Company all taxes, duties and customs, including GST, in respect of any Supply (as that term is defined in the GST Act), made by the Company under this Contract. You must pay all such taxes, duties and customs (including GST) at the same time as the invoiced amount.
  4. The Company may vary any of the prices set out in its price list without notice to You.

Disclaimer

  1.  You acknowledge and agree that:
    1. notwithstanding anything to the contrary, neither the Company or any Service Provider Personnel warrant or guarantee:
    2. the suitability of the Services or any of them; or
    3. any outcomes in relation to the provision of the Services or any of them;
  2. You are responsible for seeking Your own independent legal, financial, accounting and insurance advice and, notwithstanding anything to the contrary, any advice or other information provided by the Company or any Service Provider Personnel is not to be taken as legal, financial, accounting or insurance advice.

Company warranties and liability

  1. Subject to any applicable law, the Company warrants that the Goods to be supplied under the Contract will conform to the description on the face of the Contract, will be of acceptable quality and that good title to the Goods will be transferred.
  2. Subject to sub-clause (a), to the fullest extent permitted by law and except as otherwise provided therein:
    1. all warranties, guarantees, conditions, rights and remedies, express or implied, statutory or otherwise, are hereby expressly excluded (except to the extent such liability is legally incapable of being excluded or limited), including (but not limited to) liability in respect of any:
      1. damage to the Goods caused after risk passes;
      2. injury, loss or damage arising out of any representation, statement, recommendation or advice given by the Company, its employees or agents before or after the issue of the Contract by the Company; or
      3. indirect injury, loss (including Consequential Loss) or damage suffered by reason of defects in the Goods or arising from any breach of warranty or condition or any misrepresentation.
    2. The Company’s liability, if any, in respect of any breach of any conditions or warranties or under or pursuant to such rights or remedies referred to in sub-clause (b) above shall be limited to (in Company’s sole discretion):
      1. the replacement of the Goods or Services or the supply of equivalent Goods or Services; or
      2. the payment of the cost of replacing the Goods or Services or of acquiring equivalent Goods or Services.
  3. it is expressly agreed that You will not pursue any claim against the Company or hold the Company liable for any Consequential Losses whatsoever that may be suffered by You or any of Your associates or related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)) arising out of quality defects or the performance by the Company of the Contract or failure to comply with any standard as to fitness for purpose or compliance.
  4. Any Goods claimed by You (or your agent) to be defective must be returned at Your cost to the Company and the Goods must be returned at Your risk and in accordance with the Company’s instructions.
  5. You may not claim against the Company in respect of any defect which should have been apparent on a reasonable visual examination of the Goods but is not notified to the Company after You (or Your agent) has had a reasonable opportunity to discover the defect in the Goods.
  6. The Company will not be liable for any losses or damages suffered by You as either a direct or indirect consequence of any regulatory non-compliance whatsoever resulting from any act or omission on Your part. You warrant that You have made Your own independent enquiries from appropriate professionals on all statutory and regulatory compliance issues as relates to the Contract.

Customer representations and warranties

  1. You represent and warrant that:
    1. You have full power and authority to enter into and perform Your obligations under these Terms;
  2. all information provided to the Company by or on Your behalf is true and correct in all material respects and is not, whether by omission of information or otherwise, misleading; and
  3. You have not withheld from the Company any document, information or other fact material to the decision of the Company to enter into a contract with You.
  4. The representations and warranties given in this clause 9 survive the Contract.

10.Payment

  1. Invoices (including any online checkout facility) submitted by the Company are payable only in Australian dollars.
  2. Unless prior arrangements have been made, payment for Goods and or Services is due in full on delivery of the Goods or performance of the Services.
  3. If any credit card details are provided by You for any Goods or Services whether via the Website or Registration Form, You thereby authorise Company to debit the amount payable to the Company from the credit card provided or otherwise in accordance with any agreed payment plan.
  4. Cheques must be made payable to “Creating Infinite Possibilities Pty Ltd”.
  5. No payment due from or payable by You shall be set-off or withheld on account of any claim asserted by You.
  6. If You fail to pay any amount to the Company when it is due the Company (in addition to any other rights it may
  7. have) shall be entitled to do all or any of the following:
  8. cancel any outstanding Training Session or terminate the entire Training Package;
    1. suspend further deliveries in respect of any order for Goods; or
    2. (iii)terminate the Contract or any other part of the same without liability.

Confidentiality and intellectual property

  1. Each party must treat the existence and terms of the Contract as confidential and will procure that its advertising agents, other agents, contractors and representatives (Agents) treat as confidential unless disclosure is required by law. No announcement or communication relating to the negotiations of the parties or the existence, subject matter or terms of the Contract may be made or authorised by a party unless the other party has first given its written approval.
  2. The Company retains all copyright and intellectual property rights whatsoever in all materials it uses or provides to You relating to the Goods and/or Services.

Interest and costs

  1. The Company reserves the right to charge to You the reasonable costs the Company incurs in seeking payment of any sums due and payable by You to the Company from time to time.
  2. Interest on overdue accounts (including any reasonably added costs under sub-clause (a)) may be charged at 2% per month on all overdue amounts or such other rate as the Company may notify You from time to time.

Retention of title of Goods

You agree that legal and equitable title to the Goods is retained by the Company and does not pass until the Company has received payment in full for the Goods and all other moneys owed by You to the Company and until such time You will hold the Goods as a bailee of the Company and a fiduciary relationship will exist between the Company and You.

Title and risk

  1. Subject to these Terms, title in the Goods will pass from the Company to You (or Your nominated agent or nominee) when the Company receives payment in full for such Goods, unless otherwise agreed in writing by the Company.
  2. Risk in Goods delivered on an EXW basis will pass on delivery to You (or Your agent or nominee) at the Company’s premises.

Indemnity

You indemnify the Company against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which the Company pays, suffers, incurs or is liable for in connection with any breach of the Contract by You or the use of the Goods (or the sale of goods made from the Goods), other than to the extent the same arises from the negligence or wilful default of the Company or any employee, agent or officer of the Company and this indemnity is a continuing obligation and remains in full force and effect until all money owing, contingently or otherwise, under this indemnity has been paid in full.

Force majeure

The Company shall not be liable for any prevention of or delay in performance of its obligations under the Contract which is caused by any event or circumstance which is beyond the reasonable control of the Company including any act of God, strike, lockout or other labour dispute, war, riot or civil commotion, accidental breakdown to any machinery or facilities necessary for the transportation or delivery of the Goods to the delivery point.

Dispute resolution

  1. Any dispute arising under this Contract shall be resolved by the parties first attempting to resolve the matter by mediation and if the parties are unable to resolve the dispute by mediation, then either party shall be at liberty to litigate the matter or by agreement, arbitrate the dispute.
  2. If the parties elect to arbitrate the dispute, then they shall agree an arbitrator. Failing such agreement, an arbitrator shall be appointed by the President of the State Chapter of the Institute of Arbitrators of Australia.

Termination

  1. It is an event of termination (Termination Event) if:
    1. You breach the Contract and, in the Company’s opinion, the breach cannot be remedied (or, if the breach can be remedied in the Company’s opinion, You do not remedy the breach within 14 days after the Company gives You notice of the breach);
    2. You suspend payment of Your debts generally or You becomes unable to pay Your debts when due;
  1. an application or order is made for Your bankruptcy, winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for such bankruptcy, winding up or dissolution; or
  1. a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of Your assets or undertakings.
  1. If a Termination Event occurs, the Company may (without affecting the accrued rights and obligations of the parties as at the date of termination) do all or any of the following:
    1. terminate the Contract immediately by notice to You;
    2. suspend further deliveries of Goods or Services under the Contract; or
  1. deduct from any moneys due or which may become due to You from any amount due or recoverable from You under the provisions of the Contract.
  2. You may not terminate the Contract without the written consent of the Company, and if the Company consents to such a termination, reasonable termination charges computed by the Company shall be assessed in connection with such termination and upon such termination the Company shall be regarded as discharged from any further obligations under the Contract and any other contract which You may place or have placed with the Company.

Assignment

  1. You must not assign or otherwise dispose of all or any of Your rights in, to and under the Contract without the prior written consent of the Company.
  2. The Company may assign all or any of its rights in, to and under the Contract to any parent or affiliate of the Company.

General

  1. These Terms are governed by the law of Western Australia. You and the Company submit to the non-exclusive jurisdiction of the courts of Western Australia.
  2. Waiver of any right, power, authority, discretion or remedy arising upon a breach of or default under this agreement must be in writing and signed by the party granting the waiver.
  3. The parties agree and acknowledge that nothing in these Terms and conditions shall constitute an agency, employment or partnership relationship between them or any of their respective employees, contractors, servants or agents, unless an agreement in writing provides otherwise.
  4. If any term or part of these Terms is found to be illegal or unenforceable, that part or term shall be deemed not to be part of these Terms and the remainder of these conditions shall continue in full force and effect.
  5. No terms and conditions sought to be imposed by You upon the Company shall apply unless otherwise agreed to in writing by the Company.
  6. The Company reserves the right to make changes to these Terms at its discretion and without notice.

Competition and Consumer Act 2010 (CCA)

  1. Where the provisions of the Competition and Consumer Act 2010 (Cth) (CCA) apply, the provisions of these Terms will be read subject to the application of the CCA and in the case of any conflict, the provisions of the CCA will apply.
  2. Nothing in these Terms is intended to limit or replace any rights of “consumers” as that term is defined under the CCA;
  3. You agree that if You buy any Goods for the purposes of re-supply, the CCA will not apply to such supplies.
  4. If You on sell any Goods You agree that You will not make any representations in relation to the Goods which are not contained in any materials supplied by the Company or otherwise approved in writing by the Company.
  5. If You on sell the Goods to consumers who purchase them for the purposes of re-supply, You agree to contract out of the CCA in writing with those consumers.
  6. You agree that You will indemnify the Company against any claim, liability or cost incurred by the Company as a result of any breach by You of Your obligations under this clause 21.

Interpretation

In these Terms headings and bold type are for convenience only and do not affect the interpretation of these Terms and, unless the context otherwise requires:

  1. words importing the singular include the plural and the converse;
  2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  3. an expression importing a natural person includes an individual, a firm, a body corporate, an unincorporated association and any government agency;
  4. a reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
  5. a reference to a party to a document includes that party’s successors and permitted assigns; and
  6. the meaning of terms is not limited by specific examples introduced by expressions “including” or “for example”, or similar expressions.