Emergent Learning Services Terms and Conditions

Basis of Agreement

Emergent Learning Pty Ltd ABN 84 660 118 105 (Emergent Learning, we, us, or, our) carries on the business of providing Training Services, Conferences and E-Learning Courses (collectively referred to as the Services). Emergent Learning has agreed to provide one or more of these Services to you or the company that you represent (the Client), as specified in the relevant Booking Form. The Client has agreed to procure the Services from Emergent Learning in accordance with the terms and conditions on the following pages (which form this “agreement”).

When requesting the Services, you can do so by way of an “Individual Booking” or “Corporate Booking”.

An Individual Booking refers to a booking made by a single individual for Services. Individual Bookings must be made through Emergent Learning’s Website. The date, location, and other details of the Services will be agreed upon as part of the booking process completed via the Website. The terms governing the booking are subject to this agreement.

A Corporate Booking refers to a booking for Services made by a corporate entity or organization. Corporate Bookings must be accompanied by a separate Booking Form, which outlines the agreed details of the Services, including but not limited to the session content, the number of sessions, the number of participants, scheduling, and any additional relevant terms. Both the Booking Form and these Terms must be reviewed and agreed upon by both parties prior to the delivery of the Services.

The Client will be taken to have accepted these terms and conditions if they click the tick box to accept this agreement, sign a Booking Form, or, through other means order, accept or pay for the Services provided by Emergent Learning after receiving or becoming aware of this agreement.

TERMS AND CONDITIONS

HOW TO READ THIS AGREEMENT

Capitalised words and phrases used in this agreement have the meaning given:

by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
in the definitions in clause 25 of this agreement.

booking the services

This agreement will apply to all the Client’s dealings with Emergent Learning, including being incorporated in all agreements, quotations and orders under which Emergent Learning is to provide Services to the Client, including via the Website, email correspondence, or a Booking Form, together with any additional terms included in such Booking Form (provided such additional terms are recorded in writing).
In the event of any inconsistency between this agreement and any Booking Form, these Terms will prevail to the extent of such inconsistency.
In submitting a Booking Form, the Client represents and warrants that:

the Client has the legal capacity and is of sufficient age to enter into a binding contract with us;
if the Client is making a booking on behalf of another individual, company or organisation the Client warrants that they have the necessary authority from that individual, company or organisation to do so; and
the Client is authorised to use any debit or credit card the Client provides with their Booking Form.

(Individual Bookings) For Individual Bookings, this agreement and the Booking Form are not agreed between the Client and Emergent Learning until Emergent Learning have approved the payment of the amount payable up front (as specified in the Booking Form) and the Client receives an email from Emergent Learning’s Payment Provider or Emergent Learning confirming that the Client’s payment has been received (Confirmation Email). Once Emergent Learning sends a Confirmation Email, this agreement, together with the Booking Form, will become legally binding on both parties.
(Corporate Bookings) For Corporate Bookings, this agreement and the Booking Form are not agreed between the Client and the Company until the Booking Form is signed by both parties. Once these conditions are satisfied, this agreement, together with the Booking Form, will become legally binding on both parties.

Term

This agreement will commence on the Start Date and continues in effect for the duration of the applicable term for the relevant Services, being either the Training Services Period, Course Term or Conference Date as specified in the relevant Booking Form (Term), unless earlier terminated in accordance with clause 23.
If any Services are supplied after the expiry of the Term, without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for those Services.

CLIENT OBLIGATIONS

PROVIDE INFORMATION

The Client must provide Emergent Learning with all documentation, information and assistance reasonably required by Emergent Learning to perform the Services.

ACCESS

Where the Services are to be completed at the Client’s premises (Premises), the Client agrees that:

the Client must allow Emergent Learning access to the Premises, or required areas of the Premises reasonably necessary for Emergent Learning to provide the Services;
the Client must obtain any authority or approval (including strata or building management approval if applicable) for Emergent Learning that is reasonably necessary for Emergent Learning to provide the Services;
the Client must conduct or facilitate any inductions, training or supervision or other requirements of the Premises so that Emergent Learning has full access to carry out the Services;
where Emergent Learning is unable to gain access to the Premises due to the Client’s non-compliance with this clause, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and Emergent Learning reserves the right to claim any expenses including travel and lost income and to charge this to the Client as a expense under this agreement; and
the Client warrants that the Premises are safe for Emergent Learning to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

COMPLIANCE WITH LAWS

The Client agrees that it will not, by receiving or requesting the Services:

breach any applicable Laws (including any applicable privacy laws); or
infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

SERVICES - general

Services

In consideration of payment of the Fees, Emergent Learning will perform the Services in accordance with a Booking Form.

virtual services

Where the Services are to be provided virtually (i.e. by way of video conference), this clause applies.
When indicated in a Booking Form or otherwise agreed in writing, the Services may be provided via a third party online video conferencing applications (Session Platforms).
We recommend downloading the Session Platforms prior to the Services scheduled start time. The Client agrees to the Session Platforms’ terms and conditions, and their policies apply to our provision of the Services to you.

At the time of these terms, the Session Platforms are Zoom, Microsoft Teams and AirMeet, and their Terms of Service are available here:

https://explore.zoom.us/en/terms/

https://www.microsoft.com/en-au/servicesagreement

Any technical or other issues with the Session Platform should be directed to the Session Platform to troubleshoot the issue. Emergent Learning will not be liable for any loss or damage suffered as a result of or in connection with issues on the Session Platform.
The Client acknowledges and agrees that the Services will not be recorded unless the parties agree in writing to do so.

third-party venues

The Client acknowledges and agrees that certain Services may be provided in a third-party setting, such as at a venue or platform operated by a third party (Third-Party Venue). In such cases, Emergent Learning is not responsible for any issues arising from the Third-Party Venue, including but not limited to, venue accessibility, equipment, facilities, or other third-party services provided.
The responsibility for obtaining and arranging the Third-Party Venue will be clearly specified in the Booking Form. Depending on the terms outlined in the Booking Form, either the Client or Emergent Learning may be responsible for securing the Third-Party Venue. The Client agrees to comply with the terms specified in the Booking Form regarding this responsibility.
The Client is responsible for ensuring that the Third-Party Venue is suitable for the intended purpose and meets all necessary requirements for the successful delivery of the Services.
Emergent Learning will make reasonable efforts to ensure that the Services are delivered in accordance with the terms agreed upon, but cannot guarantee the availability or condition of third-party venues, nor can Emergent Learning be held liable for any failure or disruption of Services due to the actions or omissions of third-party service providers.
Any additional costs or fees arising from the use of a Third-Party Venue, including but not limited to venue hire or catering, shall be the responsibility of the Client unless otherwise agreed upon in writing by Emergent Learning.

CHANGES TO SCOPE

The Client must pay additional service fees for changes to the scope of the Services requested by the Client (Changes).
Unless otherwise agreed in writing, Emergent Learning may, at its discretion, extend or modify any Services or Sessions as may be reasonably required by such Changes.

CHANGE OF MIND AND NON-ATTENDANCE

The Client acknowledges that Emergent Learning does not issue refunds for change of mind, or if the Client believes that the relevant Service is not right for them.

training services

(Provision of Training Services) Emergent Learning agrees to provide the Training Services as specified in the relevant Booking Form. The Training Services may be delivered either in-person or virtually, depending on the arrangements made between Emergent Learning and the Client.
(Content and Delivery) The content, structure, duration, and format of the Training Services will be outlined in the Booking Form. Emergent Learning reserves the right to amend the content, structure, or format of the Training Services where necessary, provided that such amendments do not materially alter the purpose or outcome of the training.
(Participants) The Client is responsible for ensuring that the number of Participants, as specified in the Booking Form, is maintained for the duration of the Training Services. The Client agrees to provide any necessary information or documentation regarding Participants upon request by Emergent Learning.
(Attendance and punctuality) Participants are required to attend the Training Services as scheduled, and must be punctual for the duration of each session. If the Client or any Participant is late or fails to attend, no refunds will be issued, and the Session will not be extended to accommodate late arrivals. Emergent Learning reserves the right to begin and end the Session on time, regardless of delays caused by the Client or Participants.
(Rescheduling) The Client may request to reschedule a Session and Emergent Learning may, in its sole discretion, allow or reject such request. If Emergent Learning allows the request to reschedule a Session, Emergent Learning may charge a rescheduling fee (Rescheduling Fee).
(Materials and resources) Emergent Learning may provide the Client with training materials or resources when delivering the Training Services (Training Services Material). Emergent Learning owns or licences the Intellectual Property Rights in any Training Services Material (defined in clause 25). The Client is granted a limited, non-exclusive, non-transferable licence to use the Training Services Material solely for the duration of the Training Services Period, and only for the purposes of engaging with the Training Services.

e-learning courses

general

Emergent Learning will endeavour to ensure that the E-Learning Course provided will be substantially the same as described on the Website.
Once Emergent Learning has received payment of the Fees, the Client will be granted access to the E-Learning Course. The E-Learning Course is provided in a pre-recorded video format, to be viewed online through the Client’s Account and not downloaded, reproduced, or republished in any way.
The Client is responsible for managing their Account and ensuring that they only access and engage with the E-Learning Course in an appropriate manner.
For clarity, E-Learning Courses referred to in this agreement are owned by Emergent Learning and licensed to Clients under the terms of this agreement. E-Learning Courses, as referred to in this agreement, do not include custom eLearning courses created for Clients as part of consulting engagements.

accounts

To enrol in the E-Learning Course, the Client must create an account (Account).
When creating an Account the Client must provide personal information and details including name, email address, a password, contact details and billing information.
The Client warrants that all such information will be accurate, honest, correct and you will keep this information up-to-date.
The Client’s Account will be valid for 12 months from the date of acceptance of a Booking Form for an E-Learning Course for the core materials of the E-Learning Course (Course Term).
The Client must not give access to their Account to any other person.

licence to e-learning course

The Client is granted a limited licence to use the E-Learning Course for their own personal, non-commercial purposes during the Course Term.
Emergent Learning will only revoke the Client’s licence and terminate their Account if Emergent Learning suspects, in its sole discretion, that the Client is misusing the licence, for example by distributing the E-Learning Course to other people, giving access to their Account to others, making commercial use of, or infringing Emergent Learning’s intellectual property rights in the E-Learning Courses, or failing to comply with these terms. In the event the Client’s licence is revoked, and their Account is terminated, the Client will not be entitled to a refund of the Fees.

accessibility and technical issues

The Client acknowledges that they are responsible for ensuring they have the necessary hardware, software, and internet connection to access and view the E-Learning Course. Emergent Learning does not guarantee compatibility with all devices or internet service providers.
Emergent Learning will make reasonable efforts to ensure the E-Learning Course is accessible online, but does not guarantee uninterrupted or error-free access. In the event of technical issues, Emergent Learning will use reasonable efforts to resolve them promptly.

automatic termination

The Client’s Account will terminate automatically at the end of the Course Term (whether you have accessed the E-Learning Course or not).

conferences

general

Emergent Learning may offer Conferences as part of its Services, which can be booked as part of both Individual Bookings or Corporate Bookings.
The date, location, format (face-to-face or virtual), and other relevant details of the Conference will be provided in the Booking Form, or other written communication from Emergent Learning.

conference variations

Emergent Learning reserves the right, at any time, to vary:

the schedule of the Conference, including the advertised programs, Speakers, attendees, activities, content presented at the Conference, venue(s), seating arrangements and any other ticket categories; and
the date of the Conference or any other part of the Conference.

If a specific Speaker is unavailable to attend a Conference, Emergent Learning will endeavour to replace that Speaker with a speaker of a similar expertise, however we make no guarantees in this regard. The Client acknowledges and agrees that in booking a Conference it understands and accepts the risk that one or more of the advertised Speakers may be unavailable to present at the Conference for any reason.
To the extent permitted by law, where Emergent Learning cancels or varies a Conference, Emergent Learning will not be liable for any other loss, damage, charge or expense (including special, incidental or consequential) incurred by the Client as a result of such cancellation or variation including without limitation the costs of any travel or accommodation. The Client incurs such expenses at your own risk.

speakers

A Conference may include access to various Speakers on a range of topics. Emergent Learning selects Speakers entirely at our discretion.
A booking of a Conference does not include any additional entitlements to a Speaker’s content beyond access to their face-to-face presentation at the Conference, and does not include receiving any additional material or digital access to a recording of a Speaker’s presentation.
Emergent Learning will provide you with a Conference schedule prior to or at the start of a Conference. It is the Client’s responsibility to attend the presentation provided by any Speaker at the scheduled time and location, and Emergent Learning will not be responsible or liable for your failure to do so.
While Emergent Learning endeavours to ensure any content presented by Speakers is relevant and on-topic, Speakers will largely have discretion over the subject matter and content of their presentations.

attendee conditions

The Client or Participants may be denied entry into the Conference, or removed from the Conference if you fail to follow the terms of this agreement or where Emergent Learning has reasonable grounds to do so including (without limitation) where Emergent Learning believe that you have engaged in any illegal or disruptive activities, you are intoxicated, under the influence of illicit substances, represent a security risk, or have acted in a manner which affects the enjoyment of the other attendees at the Conference or the public. If you are removed or denied entry from the Conference you will not be entitled to any refund.
The Client acknowledges at all times it is solely responsible and liable for it’s own behaviour and wellbeing, as well as that of any Participants.
All unauthorised photography and/or recording or transmitting of audio or visual matter that is used for commercial purposes is expressly prohibited at the Conference. For the avoidance of doubt, the Client or Participants may take general photos or videos for non-commercial purposes for sharing on social media platforms such as Facebook, X or Instagram. These digital images must be of a general nature, depicting the Conference and/or Speaker. If any Speaker requests that you do not photograph or record their presentation, you must comply with such a request.
The Conference is also subject to any additional terms and conditions of the owner or licensor of the venue. Admission to the Conference is subject to any of the venue conditions. The Client agrees to comply with all reasonable instructions issued by Emergent Learning or by the owner or licensor of the venue.

THIRD PARTY TERMS AND CONDITIONS

If Emergent Learning is required to acquire goods or services supplied by a third party, the Client may be subject to the terms and conditions of that third party (‘Third Party Terms’).
Currently, applicable Third Party Terms may include:

Cademy: https://www.cademy.io
Stripe: https://stripe.com/au/privacy
Xero: https://www.xero.com/au/
Zoom: Zoom Terms of Service | Zoom
Microsoft Teams: Microsoft Teams (free) Online Subscription Agreement - Microsoft Support
AirMeet: Terms of Use I Airmeet

Provided that Emergent Learning has notified the Client of such Third Party Terms and provided the Client with a copy of those terms, the Client agrees to any Third Party Terms applicable to any goods or services supplied by a third party that the Client or Emergent Learning acquires as part of providing the goods or services and Emergent Learning will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
The Client has the right to reject any Third Party Terms. If the Client rejects the Third Party Terms, Emergent Learning cannot provide Services to the Client and clause 23 will apply.

Disclaimer

The Client acknowledges and agrees that:

any information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client’s circumstances;
while Emergent Learning will use its best endeavours to perform the Services, Emergent Learning cannot guarantee that the Client or any Participants will achieve any particular results; and
it is the Client’s responsibility to comply with applicable Laws relevant to the Client’s business, including industrial relations laws and privacy laws.

INTELLECTUAL PROPERTY

Emergent Learning retains all Intellectual Property Rights in the Materials, Services, and any other materials, content, or information provided under these terms (collectively referred to as Emergent Learning IP).
No part of the Materials or Emergent Learning IP may be reproduced, adapted, distributed, displayed, transmitted, or otherwise exploited for any commercial purpose without the express written consent of Emergent Learning.
The Client acknowledges that they do not acquire any ownership rights in the Materials or Emergent Learning IP under this agreement, and all rights, title, and interest in and to the Materials or Emergent Learning IP remain with Emergent Learning or its licensors.

FEES

fees – corporate bookings

This clause applies to Corporate Bookings.
The Client must pay Emergent Learning the Fees in the amounts, at the times and using the methods set out in a Booking Form.
Unless otherwise agreed in the Booking Form or in writing:

if Emergent Learning issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
in all other circumstances, the Client must pay for goods and services within 14 days of receiving an invoice for amounts payable.

fees – individual bookings

This clause applies to Individual Bookings.
Fees must be paid either:

upfront at the time of submitting a booking via the Website, with the booking not be confirmed until full payment is received; or
upon receipt of an invoice issued by Emergent Learning, with the booking not be confirmed until full payment is received.

non-refundable

To the maximum extent permitted by law, any Fees paid in accordance with this agreement are non-refundable.

online payment partner

Emergent Learning may use third-party payment providers such as Stripe, GooglePay and Xero (Payment Providers) to collect payments of Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider accessible on their respective websites and, to the maximum extent permitted by law, Emergent Learning will not be liable for the security or performance of the Payment Provider. Emergent Learning reserves the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

late payment

If the Client does not pay an amount due under this agreement on or before the date it is due:

Emergent Learning reserves the right to suspend all or part of the Services indefinitely;
Emergent Learning retains the right, without limiting any other rights under this agreement, to charge the Client interest at a rate of 10% per annum on the outstanding amount. However, before applying this interest, Emergent Learning will provide the Client with a written notice giving an additional 7 days to complete the payment. If payment is still not received by the end of this 7-day grace period, interest will accrue from the expiration of that period until the date the full payment is received by Emergent Learning; and
the Client must reimburse Emergent Learning for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under this agreement.

Unless otherwise indicated, amounts stated on an invoice or on the Website do not include GST. In relation to any GST payable for a taxable supply by Emergent Learning, the Client must pay the GST subject to Emergent Learning providing a tax invoice.

card surcharges

Emergent Learning reserves the right to charge credit card surcharges in the event that payment of the Fees are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

CONFIDENTIALITY

Except as contemplated by this agreement, the Client must not use or disclose to any person any Confidential Information disclosed to the Client by Emergent Learning without Emergent Learning’s prior written consent.
The Client must promptly notify Emergent Learning if the Client learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

COLLECTION NOTICE AND PRIVACY

Emergent Learning may collect personal information about the Client in the course of providing the Client with the Services, to contact and communicate with the Client, to respond to the Client’s enquiries and for other purposes set out in Emergent Learning’s Privacy Policy.
The Client agrees to be bound by Emergent Learning’s Privacy Policy, located on Emergent Learning’s Website (https://www.emergentlearning.com.au/privacy-policy/), which is incorporated into this agreement by reference. Please read the Privacy Policy carefully as it governs Emergent Learning’s collection, use and disclosure of personal information.

SECURITY

Emergent Learning does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Services. The Client should take precautions to ensure that the process that it employs for accessing the Services does not expose it to risk of viruses, malicious computer code or other forms of interference.

SUBCONTRACTORS

Emergent Learning reserves the right to subcontract any part of the Services at their discretion.

REPORTING MISUSE

If the Client becomes aware of misuse of the Services by any person, any errors in the material in the Services or any difficulty in accessing or using the Services, the Client must contact Emergent Learning immediately using the contact details or form provided on Emergent Learning’s Website.

SERVICE LIMITATIONS

The Services are made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:

the Services will be free from errors or defects;
the Services will be accessible at all times;
information you receive or supply through the Services will be secure or confidential; or
any information provided through the Services is accurate or true.

warranties

To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

LIMITATION OF LIABILITY

liability

To the maximum extent permitted by law and subject to clause 20.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by the Client to Emergent Learning under the most recent Key Details.
Clause 20.1(a) does not apply to the Client’s liability in respect of loss or damage sustained by Emergent Learning arising from the Client’s breach of clauses 2(c), 4, 5.3, 7.3, 11, 13 and 14.

CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by Emergent Learning, except:

in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

RELATIONSHIP

The relationship between Emergent Learning and the Client is of a principal and an independent contractor. Nothing in this agreement constitutes or deems the Client to be an employee or agent of Emergent Learning.
The Client must not hold itself out as being entitled to contract or accept payment in the name of Emergent Learning.

if the parties have a dispute

If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
If mediation does not resolve the issue, the parties must:

if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.

The parties will follow the binding outcome of arbitration (or other agreed mechanism).
Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
The process in this clause does not apply where a party requires an urgent injunction.

cancellation and TERMINATION

termination for convenience

Either party may terminate this agreement for convenience by providing 10 Business Days’ notice to the other party.
Where the Client terminates the agreement prior to the Start Date:

with less than 10 Business Days but more than 3 Business Days’ notice, the Client will be liable for 50% of the Fees for the relevant Training Services or Conference;
with 3 Business Days or fewer notice, no refund will be provided for the relevant Training Services or Conference.

Clause 23.1(b) applies only to Training Services and Conferences. To the maximum extent permitted by law, no refunds will be given for termination of the E-Learning Course, regardless of the notice period due to the Client being given access to the E-Learning Materials immediately on sign-up.

TERMINATION FOR BReach

Either party may terminate this agreement immediately by written notice if there has been a Breach of this agreement.
A “Breach” of this agreement means:

a party considers the other party is in breach of this agreement and notifies that other party;
the other party is given 10 Business Days to rectify the breach; and
the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

EFFECT OF TERMINATION

In the event of termination, the Client’s access to the Materials will be terminated, and the Client will no longer have access to the Services or Materials.
The Client must:

remove the Materials from all materials in the Client’s care, custody or control that features the Materials, and, if the Materials cannot be removed, then at Emergent Learning’s option, return or destroy all such material; and
promptly pay any outstanding Fees owed to Emergent Learning as at the date of termination.

Termination of this agreement will not limit or otherwise effect any rights accruing to either party as at the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
Each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

NOTICES

Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Key Details and the email’s subject heading must refer to the name and date of this agreement.
If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Term	Meaning
Account	Has the meaning given in clause 7.2(a).
Booking Form	means any form, document, or electronic submission (including via the Website) completed or submitted by the Client that includes the key commercial details and terms for booking Services from Emergent Learning, whether in a separate form or as part of an online booking process.
Business Day	A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in New South Wales, Australia.
Conference	Means events organized by Emergent Learning for the purpose of delivering information, networking, and learning, which can be attended in-person or virtually. Conferences are available to both Individual Clients and Corporate Clients, and the details of the event are set out in the relevant Booking Form.
Conference Date	Means the specific date(s) on which the Conference is scheduled to take place, as specified in the relevant Booking Form.
Conference Materials	Means any materials, including presentations, documents, recordings, or other content provided in connection with the Conferences.
Confidential Information	Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
Corporate Booking	Has the meaning given on the first page of this agreement.
Course Term	Has the meaning given in clause 7.2.
E-Learning Course	Means online courses or training programs that can be accessed by Clients via Emergent Learning’s digital platform. E-Learning Courses are self-paced and include instructional materials, assessments, and other resources available to registered users.
E-Learning Course Materials	All materials provided as part of the E-Learning Course, including pre-recorded video content, documents, slides, quizzes, assessments, written content, and other digital resources, available for viewing or engagement by the Client through their Account
Emergent Learning IP	Has the meaning given in clause 11(a).
Fees	For Individual Bookings: the fees set out on the Website. For Corporate Bookings: the fees set out in a Booking Form.
Individual Booking	Has the meaning given on the first page of this agreement.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement
Laws	Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Tour is performed or received and includes any industry codes of conduct.
Materials	Means the Training Services Materials, Conference Materials, E-Learning Course and E-Learning Course Materials.
Location	Means the location that the Services will be provided, as specified in the relevant Booking Form.
Participant	means any individual elected or designated by the Client in a Corporate Booking to participate in the Services provided by Emergent Learning.
Personnel	Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Premises	Has the meaning given in clause 4.2.
Services	Includes the Training Services, Conferences and E-Learning Course, as the case may be.
Sessions	Means the agreed instance or instances during which the Training Services will be conducted, either face-to-face or virtually, as specified in the relevant Booking Form.
Speakers	Means an individual who has been booked or engaged by Emergent Learning to deliver presentations, lectures, or discussions as part of a Conference
Start Date	Means the start date set out in a Booking Form.
Third Party Venue	Has the meaning given in clause 5.1.
Training Services	Means the in-person or virtual training sessions or programs provided by Emergent Learning, as specified in the relevant Booking Form.
Training Services Materials	Means any documents, presentations, videos, or other materials provided to the Client during the provision of the Training Services.
Training Service Period	Means the duration beginning on the Start Date, during Emergent Learning agrees to provide the Training Services to the Client, as specified in the relevant Booking Form.
Website	Means the Emergent Learning website located at [www.emergentlearning.com.au].

GENERAL

GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

BUSINESS DAYS

If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.

AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $; or “dollar” is to Australian currency;
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.