1 ACCEPTANCE

By clicking on “I Agree to the Terms and Conditions” in the Enrolment Form, or signing this agreement; the applicant (You) agrees:

(a)  to be provided with the Services by Lions’ Legacy Pty Ltd t/as Impact College of Entrepreneurship ABN: 11 672 326 135 (Impact College of Entrepreneurship); and

(b)  to enter into this legally binding Agreement with Impact College of Entrepreneurship.

Please read each part of the Agreement carefully and contact Impact College of Entrepreneurship if You have any questions.

2 DEFINITIONS

Unless expressly stated otherwise, capitalised words and phrases used throughout this Agreement have the meanings given to them as follows:

Agreement means the agreement between You and Impact College of Entrepreneurship which includes these terms and conditions, the Get Started Email, Online Application, and any other terms incorporated by reference in these terms and conditions.

Annual Revenue means, in relation to your Personal Business, the total gross revenue generated by your Personal Business in a 12 month period. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended.

Business Day means any day that is not a Saturday, Sunday, bank holiday or public holiday in Sydney, Australia.

Confidential Information:

(c) in respect of both Parties, includes each Party’s confidential information about their business, structure, education, programs, processes, methods, operating procedures, activities, products and services, trade secrets, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, intellectual property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”; and

(d) in respect of Impact College of Entrepreneurship only, includes the content, resources, materials, handouts and any login details provided in respect of the Education &/or Program, any information provided to You by any of Impact College of Entrepreneurship’s employees, contractors, agents or representatives (including any speakers or students that may from time to time provide advice or information to You) during the Education Term.

Fees means the Total Education Fees, the Ongoing Education Fees and any other fees or costs that may otherwise be due and payable pursuant to this Agreement.

Force Majeure Event means any event, the occurrence of which is outside the control of a party including, without limitation, any act of government (including the imposition or variation of any law, rule, order, ordinance or regulation), accident, fire, insurrection, war, act of God, natural disaster, pandemic, epidemic, quarantine, sabotage, strike or industrial action.

Get Started Email means the email with “Get Started” in the subject line that is provided by Impact College of Entrepreneurship to You, which sets out the details of the Services being provided to You under this Agreement.

Growth Partner means a partner of Impact College of Entrepreneurship that will assist in the delivery of aspects of the Services of this agreement and can also be engaged under a separate agreement to provide done for you or with you services at an additional investment GST has the meaning given to it in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Interest Rate means a rate of 9% per annum. Instalments means the payments required to be made by You pursuant to your Payment Plan, with the aggregate of all Instalments for the 12 month Education Term being equal to the sum of the Total Education Fees.

Intellectual Property Rights includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

Licensed Materials means the selected Materials made available to You by Impact College of Entrepreneurship throughout the Education Term, including but not limited to downloadable templates, handouts and written resources, but for the avoidance of doubt, excludes any of the Materials that are not made, or expressed to be made, available to You for download, or for which access by You is not authorised outside of the Online Learning Hub (including but not limited to videos and other recordings of workshops).

Materials has the meaning given to that term in clause 11.1.

Minimum Education Term means the minimum period for which You must enrol to an Education, being a 12 month period commencing on the Start Date.

Ongoing Education Fees means a prorated amount of the Total Education Fees payable monthly in advance.

Online Learning Hub means the online learning portals, tools and resources provided to You for the duration of the Education Term.

Online Application means the online order form submitted by You via Impact College of Entrepreneurship’s website to obtain membership and access to Education.

Parties refers to You and Impact College of Entrepreneurship.

Payment Plan means the scheduled dates for the payment of Instalments by You to Impact College of Entrepreneurship, with an Instalment becoming due and payable on each monthly anniversary of the Start Date.

Personal Business means the business for which the Services are intended to benefit, being a business that is owned and operated by You in your individual capacity, as You may notify Impact College of Entrepreneurship.

Personal Information has the meaning given to that term in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth), as amended.

Education means any of the following:

(a)  Master of Business & Entrepreneurship (MBE)

(b)  any other programs that Impact College of Entrepreneurship may offer to You from time to time, for which You have elected to receive as set out in your Get Started Email.

Education Term has the meaning given to that term in clause 3(a).

Services refers to all of the services provided by Impact College of Entrepreneurship to You for the duration of the Education Term in respect of your Education.

Start Date means the date so described in your Get Started Email, being the date that You will begin to receive the Services, subject to the terms of this Agreement.

Termination Date means the date that this Agreement is terminated in accordance with clauses 6.1 or 6.2. Impact College of Entrepreneurship Growth Services refers to additional services that have been agreed to through Impact College of Entrepreneurship Growth Services team which are agreed to separately and are not covered under this agreement.

Total Education Fees means the total fee payable by You to Impact College of Entrepreneurship for the 12 month Education Term.

3 TERM

(a)  This Agreement will commence on the Start Date and will continue for 12 months (Education Term).

(b)  You agree to acquire the Services for a period of no less than the 12 month Education Term.

4 SERVICES

4.1  Delivery of Services

(a)  In consideration for the Fees and subject to this Agreement, Impact College of Entrepreneurship agrees to perform the Services for the Education Term with due care and skill.

(b)  Impact College of Entrepreneurship may provide the Services to You using its employees, contractors and other third party service providers that it may engage from time to time.

(c)  The Services may include face-to-face components hosted at locations nominated by Impact College of Entrepreneurship from time to time. The Services may also be delivered to You through the Online Learning Hub and through other online platforms and communication channels.

4.2  Changes to Services

From time to time and with reasonable notice to You, Impact College of Entrepreneurship reserves the right to change, amend, reschedule or revise:

(a)  the content, structure and delivery of the Education and

(b)  any component or inclusion with respect to Education (including but not limited to amending, cancelling or rescheduling any components or inclusions) as may be reasonably required by Impact College of Entrepreneurship.

(c)  Any additional inclusions that may be provided to You by Impact College of Entrepreneurship as part of the Services, must be used and will only be made available to You during the Education Term.

4.3  Access to Services: travel, accommodation and additional costs

You agree and acknowledge that:

(a)  You are responsible for organising and funding any travel and accommodation that You might require in order to enable You to attend any face-to-face activities that form part of your Education; and

(b)  Impact College of Entrepreneurship is not liable for any costs You may incur in connection with any equipment, stationery, travel or accommodation You may be required to organise and fund under clause 4.3(a).

4.4 Engagement of third party services by You

If during the Education Term, You wish to directly engage the services of a third party that You have encountered or have been introduced to, either directly or indirectly, in connection with the Services or your Education, You agree and acknowledge that:

(a)  Any engagement of Growth Partners is to be done through Impact College of Entrepreneurship Growth Services and will be governed by the terms of that agreement

(b)  Any engagement of any other parties is to be done directly between You and that party and Impact College of Entrepreneurship will have no involvement, responsibility or liability with respect to any engagement by You of any such third party.

5 PAYMENT OF FEES

5.1  Total Education Fees

(a)  You must pay the Total Education Fees, in full, on or before the Start Date. The Total Education Fees is $7,497, unless paid upfront & in full.

(b)  Unless You instead make payment of the Total Education Fees in accordance with clause 5.2, You acknowledge that your Education will not commence, and Impact College of Entrepreneurship will not be obligated to provide the Services to You, until You have made payment of the Total Education Fees in full.

(c)  You agree and acknowledge that:

(i)  the Total Education Fees are provided as consideration for the supply of Impact College of Entrepreneurship’s Services to You; and

(ii)  the Total Education Fees have been disclosed to You prior to the Start Date.

5.2  Deferred Payment Right

(a)  Notwithstanding clause 5.1(a), You will be permitted to make payment of the Total Education Fees owing to Impact College of Entrepreneurship by way of regular Instalments in accordance with your Payment Plan until such time as the Total Education Fees are paid in full (Deferred Payment Right), on the condition that You pay the Instalments to Impact College of Entrepreneurship on or before the dates required by your Payment Plan.

(b)  In the event that You do not make payment of the Instalments to Impact College of Entrepreneurship on the dates as required by your Payment Plan, Impact College of Entrepreneurship will be entitled to revoke your Deferred Payment Right, and You will be required to make payment to Impact College of Entrepreneurship of the Total Education Fees, less the sum of any Instalments already paid by You, within 3 Business Days.

(c) You agree and acknowledge that your Education will not commence, and Impact College of Entrepreneurship will be under no obligation to provide the Services to You, until You have made payment of the first Instalment in accordance with your Payment Plan.

(d) Clauses 5.2(a) and 5.2(b) survive the termination of this Agreement, until such time as the Total Education Fees are paid in full.

5.3 Method of Payment

(a)  Where any provision of this Agreement requires payment of Fees to be made on a certain day, if that day does not fall on a Business Day, the payment may be initiated on the next Business Day.

(b)  Impact College of Entrepreneurship will accept payment of Fees by way of:

(i)  all major credit cards;

(ii)  debit card; or

(iii)  direct deposit paid to Impact College of Entrepreneurship’s nominated bank account.

(c)  You must ensure that:

(i)  there are sufficient cleared funds in your bank account to meet the Fees as they become payable;

(ii)  if You wish to pay the Fees by way of direct deposit, You must also provide Impact College of Entrepreneurship with credit card or debit card details, which will be debited in the event that You do not deposit the correct amount of the Fee payable on the date it is required to be paid under this Agreement; and

(iii)  if your credit or debit card expires or is cancelled, You must provide Impact College of Entrepreneurship with your new credit or debit card details as soon as practicably possible to ensure the Fees can continue to be successfully debited.

(d)  Impact College of Entrepreneurship reserves the right to charge an administration fee of $20 for each payment that is 14 days overdue.

(e)  All Fees are payable in Australian dollars and are inclusive GST, unless expressly stated otherwise.

(f)  You acknowledge and agree that Impact College of Entrepreneurship will not provide You with any refund for any Fees paid pursuant to your obligation to make payment of those Fees under this Agreement.

5.4 Overdue Fees

(a)  In the event of any failure by You to make payment of the Fees within 30 days from the date the Fees were due to be paid pursuant to this Agreement, the Fees will accrue interest at the Interest Rate per calendar month, from and including the due date for payment of that Fee.

(b)  In respect of any Fees payable under this Agreement that are unpaid and are outstanding, You agree that:

(i)  Impact College of Entrepreneurship reserves the right to engage external debt collection agents for the collection of such unpaid Fees;

(ii)  Impact College of Entrepreneurship reserves the right to commence legal proceedings against You to recover those unpaid Fees;

(iii)  your Personal Information may be provided to third parties for the purpose of Impact College of Entrepreneurship recovering those unpaid Fees; and

(iv)  You will be liable for all costs incurred in recovering the unpaid Fees, including legal fees.

(c)  Without limiting any other rights that may be available to Impact College of Entrepreneurship either under this Agreement or by law, Impact College of Entrepreneurship reserves the right to suspend its provision of the Services to You with immediate effect upon any Fees payable by You under this Agreement become overdue for a period of more than 30 days. Impact College of Entrepreneurship will not be required to recommence providing You with the Services until all overdue Fees have been paid. For the avoidance of doubt, You will still be required to make payment of all Fees in accordance with this Agreement during any period for which the Services are suspended. 

5.6 Fees for Impact College of Entrepreneurship Growth Services

(a) In the case that you engage additional services through Impact College of Entrepreneurship Growth Services, these services will be invoiced and due separately

(b) Fees for Impact College of Entrepreneurship Growth Services will carry their own terms, agreement and payment dates and will not be bound by this agreement

6 TERMINATION

6.1 Termination by You, Terms Exclusive to the Master of Business & Entrepreneurship (MBE)

(a) Notwithstanding any other provision in this Agreement, if You are a participant in the Master of Business & Entrepreneurship (MBE) Education, You may withdraw at any time during the Education Term by:

(i) providing 28 days’ prior written notice to Impact College of Entrepreneurship of your intention to withdraw from the Education, during which time You will continue to receive the Services; or

(ii) providing Impact College of Entrepreneurship with written notice of your intention to immediately withdraw from the Education and making payment of a prorated amount equivalent to 28 days of the Total Education Fees in lieu of notice, to the extent such Fees have not already been paid by You in advance, during which time You will not receive the Services.

(b) By withdrawing from the Master of Business & Entrepreneurship (MBE) Education:

(i) in accordance with clause 6.1(a)(i), the Termination Date will be the date of expiry of the 28 days’ notice provided by You; or

(ii) in accordance with clause 6.1(a)(ii), the Termination Date will be the date that You provide Impact College of Entrepreneurship with your written notice to immediately withdraw from the Education.

(c) Notwithstanding any other clause in this Agreement, if You withdraw from the Master of Business & Entrepreneurship (MBE) Education in accordance with clause 6.1, You will not be required to make payment of any Instalments that fall due after the Termination Date.

(d) You acknowledge and agree that no Fees already paid to Impact College of Entrepreneurship for the Education will be refundable upon withdrawal, unless otherwise required by Australian Consumer Law.

6.2 Termination by Impact College of Entrepreneurship

(a) Impact College of Entrepreneurship may, in its sole discretion, terminate this Agreement immediately by providing written notice to You, if:

(i) your account is in arrears for more than 30 days; or

(ii) You breach any material term of this Agreement; or

(iii) You are involved in any illegal activities.

(b) Impact College of Entrepreneurship may terminate this Agreement at any time by providing 10 Business Days’ written notice to You.

(c) Notwithstanding any other clause in this Agreement, if Impact College of Entrepreneurship terminates this Agreement pursuant to clause 6.2(b):

(i) You will not be required to make payment of any Instalments that fall due after the Termination Date; and

(ii) You acknowledge and agree that no Fees already paid to Impact College of Entrepreneurship will be refundable, unless otherwise required by Australian Consumer Law.

6.3 Obligations Upon Termination

(a) Unless otherwise expressly stated in this Agreement or required by Australian Consumer Law, You acknowledge and agree that Impact College of Entrepreneurship will not provide You with any refund for any Fees paid pursuant to this Agreement.

(b) Immediately after the termination of this Agreement, You agree:

(i) to promptly return, or where it is not possible to return, delete or destroy all of Impact College of Entrepreneurship’s Confidential Information and Materials, and any documents containing or relating to any of Impact College of Entrepreneurship’s Confidential Information and Materials;

(ii) upon reasonable request, to provide Impact College of Entrepreneurship with evidence that You have complied with clause 6.3(b)(i);

(iii) that Impact College of Entrepreneurship will remove your access to all of its Services, including the Online Learning Hub, other online communities, and face-to-face workshops and event access.

(c) The accrued rights, obligations, and remedies of the Parties are not affected by the termination of this Agreement.

(d) Any agreement covering Impact College of Entrepreneurship Growth Services will remain in place and be considered completely separate from any termination of this Agreement.

(e) Any remaining fees due for your Education under this Agreement and fees due for Growth Services will be considered due separately.

7. FEEDBACK

(a) Your feedback is important to Impact College of Entrepreneurship. Impact College of Entrepreneurship seeks to resolve your concerns quickly and effectively. You agree to raise any concerns, problems or issues that You may have concerning your Education to Impact College of Entrepreneurship directly in person or via phone or email.

(b) You agree that You will not post any content online that is, or could reasonably be considered to be, inappropriate, defamatory, disparaging or would otherwise bring Impact College of Entrepreneurship into disrepute

8. YOUR ACKNOWLEDGMENTS, OBLIGATIONS AND WARRANTIES

8.1  Your Warranties

For the duration of the Education Term, You warrant that:

(a)  You are responsible and liable for payment of all Fees and any other financial obligations associated with this Agreement;

(b)  You will cooperate with Impact College of Entrepreneurship and will provide Impact College of Entrepreneurship with information that it may request about your Personal Business from time to time and in a timely manner, so that Impact College of Entrepreneurship is able to provide You with the Services;

(c)  any information that You provide to Impact College of Entrepreneurship is true, correct and complete;

(d)  You will supply Impact College of Entrepreneurship with up to date company information, such as Australian business number and company entity name, whilst in the college.

(e)  You will inform Impact College of Entrepreneurship if You have reasonable concerns relating to Impact College of Entrepreneurship’s provision of the Services, in order to allow the Parties an opportunity to resolve such concerns.

(f)  You will keep confidential any and all Confidential Information that You receive during the Education Term; and

(g)  You will refrain from using any recording equipment (including, without limitation, recording via smartphone, tablet, laptop or dictaphone) any of Impact College of Entrepreneurship’s live events, workshops, seminars or webinars.

8.2  Your Acknowledgements

You agree, acknowledge and understand that:

(a)  the Services provided by Impact College of Entrepreneurship will not automatically, or of itself, cause your Personal Business to be successful;

(b)  Impact College of Entrepreneurship does not grow your Personal Business for You; Impact College of Entrepreneurship provides You with Services, which may include access to information, people, tools and interactive sessions, that You may use to grow your Personal Business;(c)  Impact College of Entrepreneurship will not be liable for any negative impacts that your actions may have on You or your Personal Business, including any action that You may take to apply new information, methods or advice to your Personal Business;

(d)  Impact College of Entrepreneurship, its agents, employees or representatives may record, film and photograph face-to-face components of the Education, and as a result, images, recordings or videos of You may intentionally or unintentionally be displayed on:

(i)  the Online Learning Hub;

(ii)  other online platforms;

(iii)  marketing videos;

(iv)  Impact College of Entrepreneurship’s website;

(v)  material used at Impact College of Entrepreneurship’s events or workshops, and You consent to Impact College of Entrepreneurship using any such images, recordings or videos of You for these purposes;

(e)  any information, resources and material that Impact College of Entrepreneurship may provide to You is general information only and has not been tailored to You or your Personal Business;

(f)  any information that You receive from Impact College of Entrepreneurship, or any of its employees, agents, contractors or representatives, does not constitute legal or financial advice; and

(g)  any options, suggestions or advice provided by Impact College of Entrepreneurship, Impact College of Entrepreneurship’s advisers, employees and third party representatives engaged by Impact College of Entrepreneurship:

(i)  must be treated by You as suggestions only;(ii)  should not be relied upon and does not constitute financial advice or financial product advice;

(iii)  must not be relied upon by You and that You must undertake your own research and obtain your own independent advice before making any decision to implement any such options, suggestions or advice into your Personal Business;

(h)  any earnings and income statements that may be provided to You by Impact College of Entrepreneurship are only estimates of possible earnings, and Impact College of Entrepreneurship does not guarantee that You or your Personal Business will generate these estimates earnings or levels of income;

(i)  as with any business, your results may vary, and will be based on a number of factors including but not limited to your individual capacity, business experience and expertise;

(j)  except as otherwise specified in this Agreement, there are no guarantees concerning the level of success that You or your Personal Business may experience;

(k)  the testimonials and examples used on Impact College of Entrepreneurship’s website are exceptional results only, which do not apply to the average purchaser, and are not intended to represent or guarantee that You will achieve the same or similar results, and accordingly, the use of Impact College of Entrepreneurship’s Services should be based on your own due diligence;

(l) there are always unknown and unforeseeable risks, which could affect the results that You or Your Personal Business may experience; and

(m) Impact College of Entrepreneurship is not liable for any success or failure that your Personal Business may experience, either directly or indirectly related to the purchase and use of Impact College of Entrepreneurship’s Services.

8.3 Your Obligations

(a)  You agree to seek independent legal and financial advice in relation to the advice, information and Materials provided to You by Impact College of Entrepreneurship to ensure that the advice, information and Materials are suitable for your Personal Business.

(b)  You warrant that You will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from Impact College of Entrepreneurship, any employee, customer or contractor that was employed by, or contracted to, Impact College of Entrepreneurship during the Education Term and for 12 months prior to commencement of the Education Term.

This clause will apply from the Start Date until the later of:

(i)  12 months following the Termination Date; and

(ii)  12 months following the cessation of the employee or contractor’s employment or engagement with Impact College of Entrepreneurship.

9. PRIVACY

(a)  The Personal Information that You provide Impact College of Entrepreneurship is collected for the purpose of processing your enrolment into the Education, and assisting Impact College of Entrepreneurship in providing its Services to You. You have a right to access and make alterations to your Personal Information.

(b)  Impact College of Entrepreneurship agrees to collect, store and deal with your Personal Information in accordance with its privacy policy.

(c)  Except where expressly stated in this Agreement, Impact College of Entrepreneurship will not disclose your Personal Information to any third party, or use your Personal Information for any purpose other than for the purpose of providing the Services to You, without your prior consent.

10. CONFIDENTIAL INFORMATION

10.1 Your Confidential Information

(a) Except where required to source providers through Impact College of Entrepreneurship Growth Services, Impact College of Entrepreneurship, including its employees and contractors, will not disclose your Confidential Information to any third party.

(b) Impact College of Entrepreneurship agrees to:

(i)  use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and(ii)  only to use your Confidential Information for the purpose for which it was disclosed by You and not for any other purpose.

10.2  Impact College of Entrepreneurship’s Confidential Information

(a)  You, including your employees, agents and contractors, agree not to disclose Impact College of Entrepreneurship Confidential Information to any third party.

(b)  You agree to:

(i)  use all reasonable endeavours to protect Impact College of Entrepreneurship’s Confidential Information from any unauthorised disclosure; and

(ii)  only to use Impact College of Entrepreneurship’s Confidential Information for the purpose for which it was disclosed or provided to You, and not for any other purpose.

10.3  Exceptions

The obligations set out under clauses 10.1 and 10.2 do not apply in respect of any Confidential Information that:

(a)  is authorised to be disclosed by the Party that owns that Confidential Information (for example, Materials disclosed to your staff for the purposes of implementing the ideas contained therein in your Personal Business);

(b)  is in the public domain and/or is no longer confidential, except as a result of breach of this Agreement;

(c)  is received from a third party, except where there has been a breach of confidence; or

(d)  must be disclosed by law or as required by a governmental or regulatory authority, including under subpoena.

11. INTELLECTUAL PROPERTY

11.1 Ownership of Intellectual Property Rights

(a)  The information, materials and resources that Impact College of Entrepreneurship provides to You in carrying out the Services contains material which is either owned or licensed by Impact College of Entrepreneurship (Materials).

(b) You agree that Impact College of Entrepreneurship owns, or is otherwise authorised to use, all Intellectual Property Rights in the Materials, and that nothing in this Agreement constitutes a transfer of ownership of any such Intellectual Property Rights, except as with Impact College of Entrepreneurship’s prior written consent.

(c) Your use of the Materials does not in itself grant You a licence, or any rights of use, in respect of the Materials, whether registered or unregistered, except where such licence or right of use is either expressly granted in this Agreement or by Impact College of Entrepreneurship in writing. For the avoidance of doubt, only the Licensed Materials are permitted to be used by You beyond the expiry of the Education Term.

11.2 Licence

(a)  Impact College of Entrepreneurship grants You a non-exclusive, revocable, international and non-transferable licence (Licence) to use the Licensed Material during and after the Education Term:

(i)  for your personal, non-commercial use associated with the development of your Personal Business (including the training of your staff); and

(ii)  by members of your staff, solely to develop your Personal Business, subject to the conditions set out in clause 11.2.

(b)  Your use of the Licence is subject to your compliance with the following conditions:

(i)  You must not use the Licensed Materials for any purpose other than that described in clause 11.2(a), including for commercial purposes such as for sale to third parties, or to create a business that is the same or similar to the business carried on by Impact College of Entrepreneurship;

(ii)  You must not copy, modify, sublicence, publish, transmit, distribute, upload, broadcast, sell or otherwise transfer the Licensed Materials to any third party without Impact College of Entrepreneurship’s prior written consent which it may withhold in its absolute discretion;

(iii)  to the extent that any of the Licensed Materials are owned by third parties, You will comply with the third party’s terms and conditions relating to the use of that Licensed Material;

(iv)  You agree that Impact College of Entrepreneurship can revoke the Licence at any time, and in the event that the Licence is revoked, You will use all best endeavours to immediately either return, destroy, delete or otherwise cease using, the Licensed Material;

(v)  the Licence will be automatically revoked immediately in the event that You fail to make payment of any of the Fees that are due and payable under this Agreement.

12. INDEMNITY

(a) You agree to indemnify, defend and hold harmless Impact College of Entrepreneurship, including its employees, agents, contractors and representatives, for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, that may arise as a result of:

(i)  any information provided to Impact College of Entrepreneurship by You that is not accurate, up to date or complete or is misleading or a misrepresentation;

(ii)  any breach by You of this Agreement; and

(iii)  any misuse of the Services from or by You, your employees, contractors or agents.

(b) You agree to cooperate with Impact College of Entrepreneurship, at your own expense, in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of Impact College of Entrepreneurship’s Services, including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information You have provided Impact College of Entrepreneurship.

13 LIMITATION OF LIABILITY

(a)  Except as required by the Australian Consumer Law, Impact College of Entrepreneurship:

(i) makes no representations and gives no warranties expressly or implied as to the suitability of the Services; and

(ii)  makes no guarantee whatsoever as to the suitability, nature or quality of the Services.

(b)  In no event will Impact College of Entrepreneurship or its respective employees, contractors, agents or representatives, have any liability to You for an incidental, special, statutory, indirect or consequential damages, or for any loss of profits, loss of bargain, loss of revenue or loss of opportunity.

(c)  The liability of Impact College of Entrepreneurship arising out of or in connection with any Services provided under this Agreement will not exceed an amount equal to the amount of the Fees that have been paid by You for the Services as at the date of the liability occurring.

(d)  The limitations of liability in this clause 13 will also apply to any liability of directors, officers, employees, agents and suppliers of Impact College of Entrepreneurship, who will be third party beneficiaries of this contractual limitation of liability and will be entitled to enforce this limitation directly against You.

14 GENERAL

14.1 Variation

(a)  Impact College of Entrepreneurship may amend or vary this Agreement, its payment methods, payment processes and pricing structures, at any time, by giving notice to You.

(b)  Notice of any such amendment or variation is deemed given to You and will become effective upon the earlier of either of the following occurring:

(i)  Impact College of Entrepreneurship sending notice of the amendment to You at any address (including an email address) supplied by the You; or

(ii)  Impact College of Entrepreneurship publishing the amended terms on its website: www.impactcollege.com.au . You release Impact College of Entrepreneurship from any claim You may have as a result of any unauthorised copying, recording, reading or interference with any emailed document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

14.2 Email

You release Impact College of Entrepreneurship from any claim You may have as a result of any unauthorised copying, recording, reading or interference with any emailed document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

14.3  GST

(a)  The terms used in this clause are defined in the GST Act.

(b)  Unless otherwise expressly stated, all Fees to be provided under this Agreement are exclusive of GST.

(c)  If GST is payable on any Supply, the payer must, upon receipt of a valid Tax Invoice pay to the Supplier an amount equal to the GST payable in respect of the consideration payable for that Supply.

14.4  Relationship of parties

This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.

14.5  Severance

(a)  If any provision (or part of it) of this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid.

(b)  If a provision (or part of it) of this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of this Agreement are valid and enforceable.

14.6  Force Majeure

(a)  Impact College of Entrepreneurship will not be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to a Force Majeure Event.

(b)  If Impact College of Entrepreneurship is delayed from performing its obligations due to such a Force Majeure Event for a period of at least 2 months, Impact College of Entrepreneurship may terminate this Agreement by providing You with 5 Business Days’ notice in writing.

14.7 Notice

(a) Any notice required or permitted to be given by either Party to the other under this Agreement must be in writing addressed to that party to the following address: By email, to: launch@impactcollege.com.au By email, to the email address provided by You in the Online Application

(b) Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.

14.8  Jurisdiction & Applicable Law

This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts operating in New South Wales.

14.9  Entire Agreement

This Agreement, and any document expressly referred to in it, including but not limited to the Online Application, Get Started Email and Impact College of Entrepreneurship’s Code of Conduct, represents the entire agreement between the Parties and supersedes any prior agreement, representations, understanding or arrangement between the Parties, whether oral or in writing.

14.10  Time is of the essence

Time is of the essence with respect to all obligations under this Agreement.

14.11 Survival

Other than as expressly stated elsewhere in this Agreement, the following clauses will survive the termination of this Agreement: clauses 2, 4.4, 5.2, 5.3, 5.4, 6.3, 8, 9, 10, 11, 12, 13, 14, 15.