Terms of Your Engagement

Nexperk PTY LTD ABN 60 657 976 988  

Address: 20-40 Meagher St, Chippendale, NSW, Australia

The terms of engagement outlined in this document set the terms of the agreement between Nexperk (ABN 60 657 976 988) and your organisation for the services outlined in the Scope of Works SOW. The engagement begins on the date stated on the SOW and will continue indefinitely until either party terminates it in accordance with the terms outlined in this agreement. Any previous agreements between the parties are superseded by this agreement.

Services

We agree to provide the following services as required:

Nexperk will agree on the precise scope of services outlined in the SOW.

Nominated Representative(s):

Services may be performed on behalf of NEXPERK, by our Sub-contracts, as agreed by NEXPERK.

Terms of Engagement

1.      Services

a.      You warrant that each of your nominated representatives as a subject matter expert (if any) are suitably skilled, trained, qualified and competent to perform their work on behalf of you with respect to providing reliable information they have advised for the development of training materials.

b.      You are solely responsible for all learning materials and assessments that are provided to employees, franchisees, students, and anyone in public who engage, participate or obtain any of the learning materials, to which you are responsible for any harm to an individual/s or property caused by these materials.

c.       Nexperk shall not be held responsible for any materials, including outdated materials that sit on a Learning Management System or with a student that may cause harm to an individual/s or property.

d.      You agree to do all the following:

                                           i.     Ensure your services do not engage in any modern slavery of its employees, contractors or resourcing. In the event you are aware of such, you will inform us immediately.

                                         ii.     You will comply with, and ensure each of your nominated representatives complies with, all applicable laws, including but not limited to work health and safety, equal employment opportunity and harassment and migration laws. Nexperk prides itself as an ethical, sustainability and socially responsible business.

e.      You will take full responsibility for ensuring that all learning materials and assessments provided to employees and students are current, accurate, and appropriate for the intended audience, and that any necessary updates or revisions are made in a timely manner.

f.       You will provide Nexperk with any necessary information or resources to assist in the development of training materials, including but not limited to learning objectives, desired outcomes, and target audience demographics.

g.      You will ensure that all training materials and assessments are aligned with industry standards and best practices for Learning, Leadership, Sales, eLearning, Instructional Design and any other relevant fields, as applicable.

h.      You will ensure that all necessary permissions and approvals are obtained for the use of any third-party materials or resources included in the training materials or assessments.

i.        You will ensure that all training materials and assessments are accessible and inclusive for individuals with disabilities, in accordance with applicable laws and regulations.

j.        You will ensure that all employees and students who will be using the training materials and assessments are provided with appropriate training and support to effectively utilise the materials and achieve the intended outcomes.

k.      You will ensure that any photography, videography, voices or media of individuals was approved prior to providing us the media for the learning programs or online use.

l.        You will ensure the security of the materials, including cyber security and access is protected through document control.

2.      Fees and Invoicing

a.      The Client ‘You’ agrees to pay the fees outlined in the Scope of Works (SOW) for services performed in relation to the agreed project.

b.      Payment terms will be as outlined in our invoice and is not based on the client's terms.

c.       If your project incorporates a ‘hosting fee’, you agree to paying the hosting fee annually or monthly as agreed in the Scope of Works (SOW). If the hosting fee is not paid in full within 14-days, Nexperk reserves the right to permanently disconnect the digital product.

d.      By entering into this contract, you acknowledge and agree that certain products utilised or recommended by us may be part of an affiliate partnership.

e.      In case of non-payment, any deliverables will be placed on hold and must not be used by the client until the payment is fulfilled.

f.       The Client will pay Nexperk a fee for services on the basis set out in this agreement (Fee) and Scope of Works (SOW).

g.      The Fee excludes GST (unless stated otherwise).

h.      Late fees may occur by 2% each day past the 14-days after receipt of invoice.

i.        For longer projects occurring longer than 12-months, we reserve the right to increase our fees by 5% annually.

j.        The Client agrees to the terms of payment by electronic funds transfer within 14 days after receipt of invoice.

3.      Intellectual property

a.      Each party shall retain all rights, title, and interest in and to their respective Intellectual Property Rights.

b.      Nothing in this agreement shall be deemed to transfer or assign any rights, title, or interest in or to any Intellectual Property Rights of either party to the other party, except as specifically set forth in this agreement.

c.       The Client agrees not to use, reproduce, distribute, or display any of Nexperk's proprietary materials without the express written consent of Nexperk.

d.      Nexperk shall retain ownership of all Intellectual Property Rights related to the services provided under this agreement and any work product or deliverables created or developed by Nexperk under this agreement, including but not limited to any training materials, assessments, and software. Unless otherwise noted on the Scope of Works (SOW).

e.      The Client shall have a non-exclusive, non-transferable license to use the work product or deliverables created or developed by Nexperk under this agreement for the duration of the agreement.

f.       You authorise Nexperk and any of their contractors or sub-contractors to use all types of online tools, platforms, and apps, including authoring tools, video editing software, digital boards, Artificial Intelligence (AI) technology, Canva, Adobe Suite, the Articulate Suite, booking engines, virtual conferencing platforms, accessibility tools, content management systems, cloud storage services, collaboration tools, or any other necessary tools, for the purpose of creating learning materials or in the execution of the project. You acknowledge that many of these platforms and tools, such as those listed, are cloud-based and may pose a risk to intellectual property and internet security.

g.      You agree to authorise Nexperk to mention and promote the project work and collaboration in public conversations for marketing purposes, including but not limited to website success stories and online social media postings. If this does not align with your organisation's social media policy, please advise Nexperk prior to project commencement.

4.      Non-Solicitation

a.      You agree that during the term of this agreement and for a period of 12 months following its termination or expiration, you will not, directly or indirectly, engage, employ or seek to engage or employ any person who was an employee, personnel, or contractor of Nexperk who was involved in the provision of Services without the prior written consent of Nexperk.

b.      Furthermore, you will not enter into any partnership or other arrangement with any third party that results in the engagement, employment, or seeking of engagement or employment of any such person without the prior written consent of Nexperk. Any violation of this provision will result in a fee of 15% of the individual's income for the 12-month period in question.

c.       You understand that the protection of Nexperk's confidential information and the preservation of its relationships with its employees, personnel, and contractors are important business interests that will be harmed by any breach of this provision.

5.      Insurance

a.      During the term of this agreement between you and Nexperk, Nexperk shall maintain and provide relevant insurances including but not limited to professional indemnity and public liability insurances.

b.      Any further insurances are required by clients of Nexperk, please inform Nexperk prior to engagement.

6.      Dispute Resolution

a.      If a dispute arises out of or relates to this agreement, the parties must first attempt to resolve the dispute through negotiation and good faith efforts, such as mediation or expert evaluation.

b.      If the parties are unable to resolve the dispute within 14 days of notice of the dispute, or such further period as the parties may agree in writing, the dispute will be resolved through mediation in accordance with the Mediation Rules of the Law Society of New South Wales.

c.       Any disputes that remain unresolved may be subject to legal proceedings in the courts of the State of New South Wales, Australia, and each party submits to the exclusive jurisdiction of those courts.

7.      Termination

a.      Either party may terminate this agreement at any time by giving the other 14 days' written notice or this agreement terminates on project completion.

b.      Project completion is determined by open enrolled by students, with courseware available on the Learning management system.

c.       If this agreement is terminated for whatever reason, we will:

                                           i.     provide all Deliverables up to date.

                                         ii.     both parties return all confidential information, and

                                        iii.     provide such services as reasonably required by NEXPERK to achieve an orderly uninterrupted transfer of the supply of the Services to a different contractor, as you have commissioned.

d.      The Client agrees to maintain a professional and respectful attitude towards Nexperk and its representatives at all times during the engagement. Any behaviour deemed to be rude or unprofessional towards Nexperk and its representatives with two written notifications of this behaviour, may result in the termination of this agreement, without incurring any liability to Nexperk.

e.      In the event that The Client terminates this agreement prematurely, The Client will be responsible for paying an early termination fee as outlined in the Scope of Works (SOW).

                                           i.     The early termination fee will be calculated based on the remaining duration of the project and will be proportionate to the services and resources that have been committed to the project by Nexperk.

                                         ii.     The early termination fee will be invoiced to The Client and must be paid within 14 days of the date of invoice.

                                        iii.     In addition to the early termination fee, The Client will also be responsible for any additional costs incurred by Nexperk as a result of the premature termination, including but not limited to the cost of any unused resources or materials.

                                        iv.     The Client acknowledges that the early termination fee is a genuine pre-estimate of the loss that Nexperk will incur as a result of the premature termination of this agreement and is not a penalty.

8.      Governing Law and Jurisdiction

a.      This agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia. The parties agree that any disputes arising under or in connection with this agreement shall be resolved in accordance with the laws of the State of New South Wales.

b.      The parties hereby submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia, and irrevocably agree that any legal proceedings in relation to this agreement may be brought in such courts, and waive any right they may have to claim that such courts do not have jurisdiction or that any such proceedings have been brought in an inconvenient forum.

c.       The parties acknowledge that this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Definitions

"Services" refers to the learning consulting services and any other services outlined in the Scope of Works (SOW) agreed upon.

"NEXPERK" refers to Nexperk PTY LTD, ABN 60 657 976 988.

"You" or "The Client" refers to your organisation or business.

"Nominated representatives" refers to any subject matter experts designated by The Client to perform work on their behalf in relation to the provision of services.

"Deliverables" refers to any materials, information, or other items provided by Nexperk to The Client in relation to the provision of services.

"Learning Management System" refers to the platform or system used for the management and delivery of online learning materials.

"Intellectual Property Rights" refers to all patents, trademarks, service marks, registered designs, copyright, moral rights, know-how, trade secrets and all other proprietary rights of a similar nature, whether registered or unregistered.

"Governing law" refers to the laws of the State of New South Wales, Australia.

"Dispute Resolution" refers to the process of resolving disputes between the parties through informal methods such as mediation, expert evaluation, arbitration or similar methods agreed upon by the parties.

Acceptance of Engagement & Service Agreement

By commencing and accepting services from NEXPERK PTY LTD (ABN 60 657 976 988). , you acknowledge and agree to the terms outlined in this terms of service, as well as the Scope of Works.