Agile Advantage Terms and Conditions
Effective from 01 July 2020
I find the best relationships are based on transparency and trust. That’s why I always like to check that we’re on the same page in terms of expectations before the training starts.
I also find it helps to translate the legal part of this Agreement into a language we both understand.
I am 100% committed to the points I’ve laid out below, and I hope they’ll make sense to you too. I’ve tried to keep things as simple as possible while including all the necessary legal stuff.
Turner Collective Pty Ltd, trading under the business name Agile Advantage (the “Company”), and the training participant, (the “Client”), are entering into this Company and Client Agreement (the “Agreement”) as of the date the Client makes payment (the “Effective Date”). I’ll normally refer to myself and my Company as “I” and “me” and to you the Client as “you”. When I’m referring to both myself (the Company) and you (the Client), I’ll use “we” and “us”. When I refer to the training services I provide to you, I’ll use “Services”.
1. This Agreement. You agree and understand that this Agreement is a legal document under exclusive jurisdiction of the courts of Victoria, Australia and shall be governed and construed in accordance with the laws of Victoria, Australia. When you pay me for my Services under this Agreement, you agree to be bound by the terms and conditions of this Agreement, which you confirm by ticking the checkbox under ‘Terms and Conditions’.
You agree and understand that everything mentioned in this Agreement covers everything you and I are agreeing to as we train together. This Agreement takes the place of anything we might have discussed in our previous communications; so we both understand that if anything’s not mentioned here, even if we talked about it previously, we’re not agreeing to it.
2. Assignment and Successors. This Agreement is binding to us as both parties to the Agreement. We both agree and understand that we can’t transfer this Agreement or any of our rights and obligations under this Agreement to anyone else without the other’s written consent.
3. Enrolment and Changes By You. You will need to pay for the Services upfront. I will be able to confirm your enrolment once I’ve received your payment. If for any reason you’re no longer able to attend a Service you enrolled for, send me an email and let me know whether you prefer to cancel, transfer, or substitute your enrolment.
If you decide to cancel your enrolment more than four (4) weeks before the Service, I will refund your entire service fee. If you give me less than four (4) weeks’ notice, you’ll be entitled to a 50% refund. In either case, you have the option of transferring your enrolment to a different date or Service, subject to my approval. You may also request for someone else to attend the Service in your place.
If for any reason you don’t contact me via email to give me the required notice or you don’t attend the Service, I will not be able to refund your money or make any changes to your enrolment.
4. Enrolment Changes By Me. Sometimes things come up that are outside our control. If I need to cancel or change the Service dates, I’ll offer you a full refund of the total service fee, or a transfer or substitution.
However, I won’t be able to cover airfare, hotel, or any other direct or indirect costs or losses you incur in any circumstances, so please keep this in mind when making any arrangements.
5. Non-Disparagement. We both agree not to be nasty about each other, make each other look bad to others, or say anything, directly or indirectly, that might damage the other’s reputation or the reputations of our shareholders, directors, employees, or agents, either during the term of this Agreement or after it’s ended. This also applies to anything we might write online, including and without limitation, all forms of search, social media, and online forum. But if we’re asked to give a truthful statement in connection with any legal proceedings or with any investigation by a governmental authority, nothing in this Agreement will prevent us from doing so.
6. Indemnification. The clause below is a bit of a mouthful, so because I’m all about transparency, I’m going to try to break it down for you. In a nutshell, it means that if someone sues you because they’re not happy with your business, product, service, or performance for some reason, I won’t be to blame, and you’ll defend, indemnify, and hold harmless Agile Advantage if that person tries to drag my Company into their lawsuit. Here’s the official wording in all its legal glory:
You agree and understand that the Client shall defend, indemnify, and hold harmless the Company, its shareholders, directors, employees, and agents from and against any and all assertions, claims, actions, suits, proceedings, losses, penalties, damages (whether compensatory, special, incidental, consequential, general, statutory, punitive, restitutionary, or otherwise) and all associated costs and expenses (including but not limited to court costs, attorneys’ fees, experts’ fees, and costs of investigation) and all liabilities that are caused in whole or in part by: (a) the Client’s participation in the Services or use of or inability to use any certification; (b) any claims by a customer or a third party (including but not limited to any claim of violation and/or wilful misconduct, unlawful act, negligent act, intentional act, or omission) against the Client or its shareholders, directors, employees, or agents arising from, associated with, or connected to the Client’s business, products, services, or performance; or (c) any breach by the Client of this Agreement or any breach by the Client arising from, associated with, or connected to any of its representations and/or warranties set forth in this Agreement.
7. Limitation of Liability. Just like our friend the indemnification clause above, this has a bunch of scary-sounding legal jargon that I’d rather re-write so it sounds more like a language we both understand. But my lawyer said it has to be included in every Agreement like this one, “as is” (and I know better than to argue with a lawyer that's on the clock!)... Sorry about that!
So here it goes - see you at the other end!
The Company warrants that the Services as outlined on its website will be provided in conformance with all applicable laws. However, the Company does not make any other warranties, whether expressed or implied, regarding the performance of the Services it provides. Except as expressly set forth in this Agreement: (a) the Company will have no liability for any Services provided, including any liability for negligence; (b) the Company makes and the Client receives no warranties, express, implied, statutory, or in any other provision of this Agreement or any other communication; (c) the Company specifically disclaims any warranty of merchantability or fitness for any particular purpose; and (d) the Company does not guarantee the Client’s satisfaction with the Services, the certifications, or associated career outcomes.
Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the Company in connection with this Agreement exceed the service fee paid by the Client for one (1) Service.
In no event shall the Company be liable for any compensatory, special, incidental, consequential, general, statutory, punitive, or restitutionary damages of any nature in connection with this Agreement and the Services provided hereunder, including, without limitation, the Client’s inability to earn a certification or the Client’s use of or inability to use a Service, damages for loss of business profits or goodwill, loss of business information or data, business interruption, or any other commercial damages or losses, even if the Company has been advised of the possibility of such damages. Phew! Glad that's out of the way!
8. Mistakes Can Happen. You agree and understand that mistakes are rare, but that they can happen. You also understand that Scaled Agile Framework® (SAFe) and Scrum Alliance can (and do) make changes to their training platforms and certification programs from time to time, and you agree that this is beyond my control. I can’t be liable to you or anyone else for any damages, including but not limited to lost profits, lost savings, or other compensatory damages arising out of the delivery of or inability to deliver the Services.
9. Legal Fees. You agree and understand that if any litigation, arbitration, or legal dispute arises in relation to this Agreement, I’m entitled to recover all my court costs, attorneys’ fees, and litigation costs.
10. Force Majeure. Nothing like a bit of French to spice up the legal section! You agree and understand that I will not be indebted to you or liable for any delay in or failure in my performance under this Agreement if this has happened due to reasons beyond my reasonable control. This includes any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, cyber crimes, failures or delay in transportation or communications or utilities, or any act or failure to act by me or one of my shareholders, directors, employees, or agents.
11. Feedback, Reviews, and Testimonials. I will use your feedback, reviews, and testimonials publicly because I’m proud of the results I get for my clients, unless you specifically reach out to me with reservations about this. In that case, we would try to reach an agreement that we both feel comfortable with.
12. Use of Training Materials and Content. As a Service participant, I’ll give you training materials and content to use that are subject to copyright and other rights owned by Agile Advantage or its licensors. This material and content is protected by the Copyright Act 1968 (Cth) and other international copyright and intellectual property laws. You agree and understand that you may only use the materials and content for your own private non-commercial use.
You agree and understand that you are not allowed to copy, reproduce, modify, distribute, transmit, or republish any of the materials or content covered by copyright in any form or by any means, or to ask or allow anyone else to do so, without first asking for written permission from Agile Advantage.
If you’re participating in a Service with an external certifying organisation, you agree and understand that I’ll share your information with them for certification purposes.
14. Severability. You agree and understand that the points in this Agreement are severable, which means that if for some reason one or more provisions in this Agreement become invalid or unenforceable under law, everything else still remains in place.
15. Updates. From time to time, I may update these terms and conditions. You agree and understand that the updated terms and conditions will apply to all enrolments from the time of posting on our website.
We both hereby agree to be bound by the terms and conditions of this Agreement as stated above starting from the Effective Date.