Terms & policies

Overview

This Services Agreement is between the Service Provider and the Client.

The Service Provider provides a range of consulting services and the Client wishes to enter into an agreement for these services and as specifically set out in the Proposal.

This Services Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent Proposal between the parties from time to time (Agreement).

The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.

If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.

Any variation to the Proposal must be mutually agreed upon in writing.

The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.

Clients rights and obligations

The Client acknowledges that they:

have full power, capacity and authority to enter into and perform their obligations under the Agreement;

have read and understood the T&Cs and the Proposal prior to signing the Agreement;

are solely responsible for determining whether the Services are appropriate for them; and

have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.

The Client further acknowledges, agrees and accepts that they will:

provide all necessary and accurate Client Information, documentation, and data relevant to the project in a timely manner as set out in this Agreement;

promptly review and provide feedback on deliverables and will approve or request revisions within the agreed-upon timeframe as set out in this Agreement

ensure the availability of any required materials, items, or resources necessary for the successful execution of the Services;

make timely decisions on design choices, selections, and other relevant matters to prevent delays in the project;

ensure payments of Fees will be made on time and as set out in this Agreement;

maintain open and effective communication with the Service Provider, promptly addressing any questions, concerns, or requests for information;

facilitate the timely completion of the Services by adhering to the Key Dates set out in the Proposal

fulfill any obligations related to third-party agreements or services that are integral to the progress of the Services; and

respect the Service Provider’s intellectual property rights and agree to use the Final Content for the Agreed Purpose as set out in this Agreement.

The Client acknowledges that the Service Provider’s role is advisory and limited to providing recommendations based on the information and objectives provided by the Client. The Client agrees that all decisions and actions based on these recommendations are their own responsibility, and the Service Provider will not be liable for any outcomes resulting from the Client’s decisions.

Service Provider Obligations

Service Standards and Professional Conduct

The Service Provider shall always conduct themselves in a professional manner while providing the services. This includes being punctual, respectful of the Client’s rights and providing the Services to a reasonable standard and of a reasonable quality consistent with industry best practices, and the Service Provider will actively engage in quality assurance processes to monitor and enhance service delivery.

Schedule and Key Dates 

The Service Provider agrees to perform the Services and provide the Services, Deliverables and Final Content to the best of the Service Provider ability and in accordance with the Key Dates as set out in the Proposal.

If Services outside the scope are required, these will be quoted separately at the Service Provider’s Hourly Rate.

Advisory Services

Where the Service Provider, provides advisory services, the following will apply:

The Service Provider agrees to provide advisory services as set out in the Proposal.

The Service Provider’s role is strictly advisory, offering recommendations based on the information and objectives provided by the Client. The Client acknowledges that all final decisions and actions taken in response to the Service Provider’s advice are their sole responsibility.

Appointing Subcontractors  

The Service Provider reserves the right to appoint subcontractors to perform some or all of the Services or provide the Deliverables as set out in the Proposal.

The Service Provider will be responsible for any appointed subcontractor for the Term of the Agreement and thereafter and will be held to the same conditions as set out above with respect to acceptable behaviour, security, confidentiality and privacy.

The Subcontractors will at all times be supervised by the Service Provider whilst providing the Services. All Subcontractors are required to enter into a non-disclosure agreement with the Service Provider prior to appointment.

Mutual Obligations

Each party agrees that:

they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services;

they will comply with all Applicable Laws;

the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and

if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule the Key Dates accordingly.

Fees and payment terms

Fees

Upon enrolment, the Client may elect to pay either: i. the full Course Fee in a single payment, due immediately upon enrolment and prior to gaining access to the course; or ii. the Course Fee in fixed monthly instalments as set out in the Proposal. Where the Client elects this option, the first instalment is charged immediately upon enrolment, with subsequent instalments automatically billed on the same date in each following month via Kajabi Payments. All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated.

All amounts are inclusive of GST.

Where a Client elects to pay by instalment and fails to make payment by the due date, the Service Provider reserves the right to suspend the Client’s access to the course and all associated materials until the outstanding instalment is settled.

If an instalment remains unpaid for more than fourteen (14) days after the due date, the Service Provider may terminate the Client’s enrolment in accordance with clause 11. Upon termination for non-payment, no refund will be issued for any amounts already paid.

Expenses 

No additional expenses apply to this Agreement. The Fee covers access to course materials and 1:1 support as set out in the Proposal.

Fee Review and Adjustments

The Fee applicable at the time of enrolment is fixed for the duration of the Client’s enrolment and will not be subject to adjustment.

Additional Work Fees 

As part of the course, the Client will have access to the Service Provider for personalised 1:1 support during the eight (8) week program period. This support is included within the Course Fee and is subject to the following conditions:

1:1 support is available during the eight (8) week program period only and does not extend beyond this period unless separately agreed in writing;

support sessions must be scheduled and conducted within the program period and cannot be carried over or redeemed after the program period has ended;

1:1 support is advisory in nature and limited to the subject matter covered within the course; and

any advice or guidance provided during 1:1 support sessions is subject to the educational disclaimer and limitation of liability provisions set out in clauses 13 and 14 of this Agreement.

Recovery of Unpaid Fees 

If the Client fails to pay any instalment within the stipulated timeframe, the Service Provider reserves the right to suspend course access and pursue recovery of outstanding amounts. If unpaid fees are recovered through an external agency, the Client will be responsible for any associated recovery costs. The Service Provider may charge interest on overdue amounts at the Interest Rate set out in the Proposal.

Cancellation

Once this Agreement is executed and the Services have commenced, cancellation by either party is not permitted except as provided for in clause 13 or in the case of a Force Majeure Event. Both the Service Provider and the Client is committed to fulfilling their obligations under this Agreement. The Client is responsible for providing all necessary materials and instructions in a timely manner, and the Service Provider will deliver the Services in accordance with the requirements set out in the Proposal.

Refunds

Fees 

Due to the nature of the Services and Deliverables, where the Client receives immediate access to all course materials upon enrolment, the Service Provider does not offer refunds under any circumstances, including where:

the Client has changed their mind;

the Client’s personal or financial circumstances have changed;

the Client has not accessed or engaged with the course materials;

the Client has elected a payment plan and wishes to discontinue prior to completing all instalments.

Enrolment constitutes the Client’s acceptance that no refund will be issued once access to the course is granted. This policy applies regardless of whether the Client has accessed the materials.

This clause does not limit any rights the Client may have under the Australian Consumer Law where those rights cannot lawfully be excluded. Where a remedy is required under the Australian Consumer Law, the Service Provider’s liability is limited to resupplying access to the course materials.

Processing 

Where it is determined that a refund is due, the Service provider will organise prompt payment via:

the original payment method; or

as otherwise agreed between the parties.

Post-Refund Obligations 

Where the Client receives a refund either directly from the Service Provider or via a Chargeback the Client acknowledges, agrees and accepts that they will:

destroy all electronic copies of any Intellectual Property issued to the Client by the Service Provider during the Term of the Agreement and provide written confirmation to [insert email address] once completed; and

not use any Intellectual Property of the Service Provider for any purpose.

Where the Client does not comply with clause 9.5 a) the Service Provider is entitled to recover the fees refunded through a formal debt recovery process including any interest on the outstanding amount and seek further legal remedies, where appropriate.

For the purposes of these Terms, “Chargeback” means the reversal of a payment in response to a request that a customer files directly with their issuing bank or payment network provider.

Client information and feedback

The Client acknowledges that

they will be required to provide the Service Provider with clear and comprehensive Client Information, instructions, and specifications for the Services as set out in the Proposal;

the Service Provider will rely upon information the Client provides as being accurate to the extent of the Client’s knowledge and the Client is responsible for providing the Service Provider with updated information throughout the Term of the Agreement;

the Service Provider’s ability to meet the Key Dates is partially dependent on how promptly the Clients feedback or approval is provided.

they will be required to provide written feedback or approval within seven (7) days of the Service Provider sending materials to the Client at any stage during the Term of the Service Provider Agreement; and

if feedback is not provided within the timeframe specified in the Proposal, the draft deliverables will be deemed to be accepted. Any modifications or adjustments requested after acceptance whether express or implied, will be treated as new or additional services and billed at the Service Provider’s hourly rate.

If the Service Provider has any questions or requires clarification regarding the Client Information, they will promptly seek clarification from the Client to ensure there is a clear understanding of the requirements.

In the event that the Service Provider believes any aspects of the Client Information are contradictory, unclear or impractical, the Service Provider will notify the Client for further discussion and resolution and the Client agrees to provide timely feedback in accordance with the Key Dates specified in the Proposal.

The Service Provider will not be liable for any errors or defects in the Final Content after they have been accepted by the Client, and the correction of any errors or defects after completion of the Final Content will be subject to the Service Provider Hourly Rate.

Delays and non-completion

The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Clients noncompliance with their obligations under the Agreement.

The Service Provider reserves the right to adjust the Key Dates should the Client’s noncompliance or delayed provision of Client Information impact the timeline. Any such adjustments will be communicated to the Client, and the Client agrees to any revised Key Dates resulting from these delays.

If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, either due to their noncompliance with their obligations or a Force Majeure Event, the Service Provider reserves their right to reschedule the Key Dates.

If the Service Provider is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a breach of the Agreement.

If the Service Provider due to reasons solely attributable to the Service Provider (and not related to the Client’s actions or inactions), is unable to perform the Services and is unable to reschedule the Key Dates, the Client will be entitled to terminate this Agreement. Upon such termination, the Client will receive a full refund of Fees paid, less deductions for Services already performed by the Service Provider up to the date of termination.

Intellectual property

Ownership

All course content, including but not limited to written materials, frameworks, templates, checklists, recorded content, slide decks, workbooks, and any other materials made available through the course, is and remains the sole and exclusive intellectual property of the Service Provider. Nothing in this Agreement transfers any ownership of course materials to the Client.

License Grant

Upon enrolment and subject to payment of all applicable Fees, the Service Provider grants the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable licence to access and use the course materials solely for the Client’s own internal business purposes. The client must not:

Share, distribute, or provide access to course materials to any third party;

Reproduce, copy, or republish any course content in any form;

Use course materials for any commercial purpose, including resale, training others, or incorporation into products or services offered to third parties; or

Remove or alter any copyright notices, branding, or attribution within the materials.

Revocation

The licence granted under clause 10.2 is automatically revoked upon termination of this Agreement for any reason, including non-payment. Upon revocation, the Client must immediately cease use of all course materials and destroy or delete any downloaded or saved copies.

Breach

Any unauthorised use, reproduction, or distribution of course materials constitutes a material breach of this Agreement and an infringement of the Service Provider’s intellectual property rights. The Service Provider reserves the right to pursue all available legal remedies in such circumstances.

Client’s Own IP

Nothing in this Agreement affects the Client’s ownership of their own business information, product data, or materials. The Client warrants that any information they share in the course of their enrolment (including in any community, feedback, or coaching components) does not infringe the intellectual property rights of any third party.

This clause survives termination or expiry of this Agreement.

Termination

Termination by Service Provider

The Service Provider may terminate the Agreement with immediate effect if:

the Client do not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable tax invoice;

the Client fails to provide the Client Information or other information within a reasonable time of the Service Provider request;

the Client otherwise breaches any obligation under the Agreement;

the Service Provider considers that mutual trust or confidence no longer exists;

the Service Provider determines that they are no longer able to perform the Services for any reason.

If the Service Provider terminates the Agreement in accordance with clause 13.2 the Service Provider will, at the Service Provider sole discretion:

complete all work for which the Client have paid the associated Fees; or

refund Fees paid for work not yet performed, or not able to be performed as a result of termination.

Upon termination for the Client’s breach, the Client shall immediately cease any further use or distribution of any content, including the Final Content provided by the Service Provider.

The Client acknowledges that in the event of termination due to their breach, they shall remain liable for the outstanding Fees owed to the Service Provider, as well as any additional costs or damages incurred as a result of the breach.

Termination by Client (for Breach) 

The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within seven (7) days of the date of written notice.

Upon termination for the Service Provider’s breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.

Termination by either party (breach or Force Majeure)

Either party may terminate the Agreement if the other party:

is unable to meet their obligations due to a Force Majeure Event for a period exceeding [thirty (30)] days;

commits a material breach of the Agreement which is not capable of remedy; and/or

becomes insolvent or bankrupt.

Post termination (or expiry) obligations

Outstanding Fees

The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within seven [7] days of receiving the final invoice.

Revocation of Access

Upon termination, the Client’s access to any exclusive services, websites and resources provided by the Service Provider will cease.

Return of Property

the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and

where the Client has any property belonging to the Service Provider, they must promptly return such property to the Service Provider.

Maintain Confidentiality

each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and

the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation.

Data and Intellectual Property Obligations

Upon termination of this Agreement, both parties agree to return or securely destroy any Confidential Information and proprietary data belonging to the other party. The Client agrees not to use or distribute any deliverables or intellectual property provided by the Service Provider if termination occurs before all Fees are fully paid.

The Client acknowledges that upon termination, any access granted to Service Provider resources, accounts, or proprietary systems will be revoked immediately. Any ongoing use of Service Provider’s resources or intellectual property after termination constitutes a breach of this Agreement.

Warranties and indemnities

The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement.

All course content is educational and general in nature. It does not constitute regulatory, legal, or professional advice and must not be relied upon as such. The Service Provider makes no warranty that course content is applicable to the Client’s specific product, business circumstances, or regulatory situation.

The Client acknowledges that food regulatory requirements are subject to change and that it is the Client’s sole responsibility to verify the currency and applicability of any information provided through the course. The Client agrees to seek independent professional advice before making any compliance, labelling, or regulatory decisions in relation to their product. The Service Provider will not be liable for any outcome arising from the Client’s application of course content to their specific circumstances.

The Client acknowledges that the Service Provider cannot be held responsible for any negative impact on the Services as a result of inaccuracies in information provided to the Service Provider by the Client, nor the cost of rectifying such inaccuracies.

The Service Provider is not liable for any errors or omissions in Final Content after it has been approved by the Client.

The Service Provider is not responsible for any unforeseen advances in technology that may negatively impact on the Services they provide.

The parties agree that:

except as set out in this Agreement, the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);

all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded from the Agreement to the maximum extent permitted by law;

nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified;

if any condition or warranty is implied into the Agreement and cannot be excluded and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the Service Provider’s liability is limited:

in the case of goods, to the replacing of the goods or of acquiring equivalent goods or payment of the cost of having the goods repaired;

in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.

The Client agrees to indemnify and hold harmless the Service Provider from any claims, damages, liabilities, or costs arising directly or indirectly from any inaccuracies, omissions, or misrepresentations in the information provided by the Client. This includes information used by the Service Provider in formulating recommendations or reports.

Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, willful misconduct, by either party or their respective affiliates, officers, directors, agents, or employees.

The parties agree that:

neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;

each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and

in no event will either party be liable to the other party for any Consequential Loss.

The Client acknowledges and agrees that the Client is providing the Service Provider access to the Clients information, at the Clients own risk. While the Service Provider will take reasonable measures to ensure the security of the Clients accounts, the Client understands that there are inherent risks associated with sharing access and information.

The Service Provider strongly recommends that the Client maintain strong security practices for the Clients accounts, including regularly updating passwords, enabling two-factor authentication, and promptly reporting any suspicious activity. The Client also acknowledge that the Service Provider is not responsible for any loss incurred from security breaches, and that any loss resulting from such breaches is not in any way the Service Provider fault.

The Service Provider will use appropriately secure protections and protocols, however given the nature of electronic communication and data storage, the Service Provider cannot be held responsible for third party interception, virus transmission, or issues with cloud-based storage facilities, including loss of data.

The information the Service Provider provides through their services does not constitute professional business or legal advice, regardless of whether they are licensed professionals of any type. The Service Provider cannot be held liable for any action taken by the Client in reliance on the information provided. The Client agrees to consult with the relevant licensed professional/s prior to taking any action.

The Client acknowledges that the Services provided are advisory in nature and that any reliance on recommendations is at the Client’s own discretion. The Service Provider is not liable for any decisions made or actions taken by the Client based on the Service Provider’s recommendations, assessments, or reviews. This clause survives termination or expiry of this Agreement.

Limitation of liability

The liability of each party to the other party (including under indemnity) is mutually capped to the total amount of all Fees paid in connection with the Services provided under the Agreement in the twelve [12] months preceding the liability event and will be reduced to the extent that the other party’s acts or omissions contribute to or cause the liability.

This clause survives expiry or termination of this Agreement.

Confidentiality and privacy

Each party agrees that, unless it has the prior written consent of the other party, it will:

keep the Confidential Information of the other party confidential at all times;

ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

These obligations of confidentiality do not apply to any disclosure that:

is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

is required by Applicable Law; or

relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

Any Confidential Information supplied to the Service Provider that incorporates personal information will be dealt with in accordance with the Service Provider’s Privacy Policy, which is available on their website: https://nprconsulting.com.au/privacy-policy/

This clause survives termination or expiry of this Agreement.

Marketing and promotion

Recognition

The parties agree that unless otherwise expressly agreed in the Proposal, the Service Provider will retain the right to reproduce, publish and display their involvement in the Services together with reference to the Client (including Client’s name, business name, logo and any trade marks) in portfolios, on websites, and in galleries, design periodicals and other media (including social media) or exhibits for the sole purpose of recognition of Services provided.

Testimonials

The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider’s website, social media platforms, marketing materials, and other promotional channels.

Right to Withdraw Consent  

The Client has the right to withdraw their consent at any time. To do so, the Client must notify the Service Provider in writing, and the Service Provider will promptly cease the use of such materials for promotional purposes.

Miscellaneous

Relationship of Parties

The Service Provider are independent contractors and the relationship between the Client and the Service Provider does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party. The Service Provider may use subcontractors to perform some or all the Services.

Exclusivity

The parties agree that this agreement does not establish an exclusive relationship between the Service Provider and the Client. The Service Provider is free to provide their services to other clients and engage in similar projects, including those that may be in direct competition with the Client’s business. The Client acknowledges and agrees that the Service Provider may work with other clients.

Disputes

In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).

ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding, and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.

Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.

Non-Disparagement

Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:

The non-breaching party may initiate the dispute resolution process as outlined in clause 19.3 of this Agreement to resolve the matter amicably.

The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.

The choice between these options will be at the sole discretion of the non-breaching party.

Restraint Period

During the Restraint Period, you agree not to solicit, recruit or otherwise engage any of our subcontractors or employees on any basis. In the event of a breach of this clause, we will be entitled to an agency commission of 25% of the person’s starting salary with you, which will be payable within seven (7) days of the engagement.

Notices

Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within seven (7) Business Days of being sent.

Entire Agreement

This Agreement constitutes the Service Provider’s entire agreement with the Client about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

Governing Law

The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force where the Service Provider resides. The Client and The Service Provider submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

Execution and Counterparts

The Agreement will become binding when any one or more counterparts individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

Amendment or Variation

The Service Provider reserve the right to amend or vary the Agreement and the Service Provider will notify the Client of the changes.  The Client can choose to terminate if they do not accept the amendments and/or variations.  If the Client continues to engage the services, the Client is deemed to have accepted the amendments and/or variations to these Terms.

Validity

If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

Assignment

The Client is not permitted to assign the Agreement or otherwise deal with any rights under it without the Service Provider prior written consent. Conversely, the Service Provider may do so without the Clients consent.

Interpretation

All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.

Definitions

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.