1. General: These standard terms and conditions apply to the business transactions described in the proposal attached hereto and set forth the business terms on which Design Consulting Pty Ltd and any of its subsidiaries and affiliates (the “Company”) agree to sell products to and/or perform services for the customer. These terms and conditions may only be changed by written agreement signed by the Company. The issuance of a purchase order by Customer for any of the products or services included on the proposal constitutes Customer’s acceptance of these terms and conditions.

 2. Prices and Payment: Prices in this proposal are subject to change without notice and are quoted in Australian Dollars (AUD). Customer agrees to pay the quoted fees for the products and services provided under this proposal. Unless otherwise noted on the proposal, the fees are exclusive of GST unless otherwise stated and Customer shall pay any other tax, duties or tariffs that may be assessed. Customer is responsible for obtaining and providing to the Company any certificate of exemption or similar document required in exempting any transaction hereunder from any such tax liability.

 3. Payment Terms: Payment terms for product sales are net 7 days, subject to receipt of a credit application satisfactory to Company. COD or advance payment may be required in certain cases. Payment terms for services are as follows: Consulting Services and Dedicated / Custom Training: Net 30 days unless otherwise agreed to. Payment terms are conditional upon current circumstances. Should circumstances change, payment terms may be varied accordingly. Should payment not be made by the due date, additional and associated fees, charges, interest and legal costs may be added to the payment due. Interest will be charged at 3% per day on all overdue payments.

3a. Evergreen. Desktop Subscription or Rental Agreement shall have an initial term as stated in the above proposal/quote from the Effective Date. Upon expiration of the initial term this Agreement shall automatically renew for successive additional terms unless either party provides written notice of nonrenewal no later than fourteen (14) days prior to expiration of the initial term or any successive renewal term, or designated otherwise in purchase order.

3b. Open Enrollment Training: Full payment in advance of class commencement. 

3c. Solution Center / Productivity NOW: Full payment in advance for one-year of services, renewable annually.

4. Change of Delivery Method and Taxes: Customer acknowledges and accepts that additional taxes may be due and will be invoiced should Customer change their delivery method (i.e. electronic to physical delivery or physical to electronic delivery) of the products and/or training which results in additional taxes coming due. 

5. Cancellation, Returns and Reschedule: The following cancellation policy shall apply to all training engagements or classes:

• Company reserves the right to reschedule or cancel the date, time and location of any class at any time. In the event that a training class is cancelled by the Company, the Customer is entitled to a full refund. The Company shall not be responsible for any other loss, regardless of the nature of the loss, incurred by Customer as a result of a cancelled or rescheduled class.

If Customer cancels or reschedules their commitment by way of written notice received:

 I. at least ten (10) business days in advance of the class start date, then the Customer is entitled to reschedule enrolment within twelve (6) months of the originally scheduled class date, or the Customer can request a full refund of its payment; or,

II. less than ten (10) business days prior to the class start date, Customer will be required to pay the original invoice for the full price of the class and may reschedule his/her enrolment to a future class date for a fee of 30% of the class’s list price on the original invoice. The rescheduled class must be completed within 90 days of the originally scheduled class date.

• In the event of any cancellation or rescheduling by Customer of Consulting Services and/or Dedicated/Custom Training, Company will invoice Customer for all non-cancellable travel expenses and/or any third-party agreements that cannot be cancelled due to Customer’s cancellation or rescheduling.

• Student substitutions are acceptable with at least two (2) days prior written notice to the class, provided, however, that said substitution meets all of the course prerequisites and is approved by Company’s Training Coordinator (trainingcoordinator@xxxxxx) 

• For all Training orders, cancellation notices must be submitted to trainingcoordinator@xxxxxx Company is not responsible for any error in thedelivery of the email notice.

6. Product Orders: Company makes no warranty on any products sold hereunder and any warranty on product sales shall be as provided bythe manufacturer or developer of the product. If applicable, title to the products will be retained by Company until the full payment owed by Customer has been received. Once full payment has been received and confirmed, the title to the products will be transferred to Customer. Maintenance and warranty coverage for the products shall be provided by the manufacturer of the products.

7. Service Orders: The Company warrants that Services provided hereunder will be performed in a professional and workmanlike manner, consistent with generally accepted industry and professional standards, as proposed based on information provided by client and based on deliverables, assumptions and exclusions highlighted in any proposals or written documentation this quote is based upon. 

8. Limitation of Liability: THE WARRANTIES CONTAINED IN THESE TERMS AND CONDITIONS ARE THE ONLY WARRANTIES MADE BY THE COMPANY. THE COMPANY SPECIFICALLY EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. FOR BREACH OR DEFAULT BY THE COMPANY OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE COMPANY’S MAXIMUM LIABILITY, REGARDLESS OF THE NATURE OR FORM OF THE CLAIM OR CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS/SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, TO, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER THIRD PARTY EVEN IF SUCH LOSS IS CAUSED BY THE FAILURE OF THE OTHER PARTY HERETO TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT. 

9. Only Terms and Conditions: The terms and conditions of this proposal represent the full agreement between the parties and any different or conflicting terms in any Customer purchase order or other Customer document are null and void unless stated in a Design Consulting proposal or quotation.

10. Acceptance of Proposal. Company reserves the right to amend this proposal if any increase or decrease in the scope of services or quantity of products result in a reassessment of time, resources, and adjustment of proposed fees.