These Terms and Conditions govern all services provided by Approach Integrations Pty Ltd (“Approach Integrations”, “we”, “us”) to you (“the Client”). By engaging Approach Integrations, you accept and agree to these Terms and Conditions.

CLAUSE 1: DEFINITIONS

In these terms and conditions:

Agreement refers to the agreement between you and Approach Integrations, constituted by your acceptance of the Proposal, incorporating these terms and conditions.

Business Day refers to any day other than a Saturday, Sunday, or public holiday in the State or Territory within Australia where the Services or Products are provided.

Claim encompasses any claim, proceedings, suit, action, or demand.

Commencement Date signifies the date for the commencement of the Term as specified in the Proposal, or if none is specified, then the date of your acceptance of the Proposal.

Confidential Information pertains to all information and data concerning the prospects, customers, suppliers, business, dealings, operations, financial position, and affairs of Approach Integrations or you, except information and data in the public domain.

Approach Integrations refers to Approach Integrations Pty Ltd ACN 672 832 914, its successors and assigns, and, where the context allows, any related corporation.

Fee denotes the fee or remuneration for the provision of the Products and Services referred to in the Proposal, as adjusted in accordance with terms and conditions.

GST stands for a tax under A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any other tax similar to goods and services tax.

Insolvency encompasses winding up, dissolution, administration, receivership, provisional liquidation, liquidation, bankruptcy, and any arrangement, including a scheme of arrangement, composition, and compromise with, or assignment for the benefit of, creditors.

Products include the goods or products referred to in the Proposal or such other goods or products as Approach Integrations may agree to provide you with from time to time.

Proposal refers to the letter of proposal and accompanying documents prepared by Approach Integrations, under which it offers to provide you with Services and/or Products.

Recipient signifies a party receiving a Taxable Supply.

Services entail the services described in the Proposal or such other services as Approach Integrations may agree to provide you with from time to time, including fire and emergency response training services, audit services, consultancy services, and casual module training services.

Staff, concerning an entity, refers to that entity’s officers, employees, contractors, and agents.

Supplier signifies a party making a Taxable Supply.

Supply Price represents the price for the supply of Services or a Product as set out in the Proposal, adjusted in accordance with these terms and conditions.

Taxable Supply has the meaning given to that term under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Term refers to the term of the Agreement between Approach Integrations and you, commencing on the Commencement Date and ending on the Termination Date, as extended under clause 5.2.

Termination Date refers to the date that is three (3) years from the Commencement Date, as extended under clause 5.2.

You refers to the company, organization, or person named as “the Client” in the Proposal or the Service Agreement or to whom the Services are to be provided.

Warden denotes a person designated as a member of the Facility Emergency Control Organization, whether or not that person is employed by you.

CLAUSE 2: SERVICES

2.1 For the Term, in consideration of you paying the Fee and the Supply Price, Approach Integrations will supply the Services and/or the Products to you on the terms set out in the Proposal.

2.2 In addition to the Fee, you agree to reimburse Approach Integrations for any out-of-pocket expenses incurred by it and authorized in advance by you in connection with the provision of the Services or the Products.

2.3 Where the Services comprise fire and emergency response training services, either face-to-face or online, you acknowledge and agree as follows:

If you cancel an agreed date, location, or time at which any of the Services are to be provided, including online, you acknowledge that a fee may be incurred for re-booking and site attendance where applicable.

Approach Integrations reserves the right to forfeit an event if canceled more than once or if all reasonable efforts to schedule the event have been exhausted. In the event of forfeiture, the Fee remains payable, and you are responsible for ensuring compliance in accordance with AS3745-2010, which may include purchasing a replacement event from Approach Integrations.

Wardens or a member of your Staff who attend a training session or course provided by Approach Integrations may not satisfactorily complete a training course or necessarily achieve a standard of competence suitable to you. The successful completion by Wardens or your Staff of a course to a satisfactory standard will depend upon the Warden or your Staff member’s attitude, ability, motivation, and effort.

Approach Integrations makes no representation or warranty that any particular Warden or member of your Staff who attends a training course will successfully complete that course.

2.4 If during the Term, you cancel or terminate the Services, you acknowledge that you will have to pay the Fee which would have been paid by you for the balance of the Term.

2.5 You warrant that the Services are required for business purposes and not for personal, domestic, or household use or consumption.

2.6 Where additional Products or Services outside the initial Proposal are requested, Approach Integrations will provide an additional Proposal for approval before provision. This includes additional administration or reporting associated with the Products or Services included in the initial Proposal (for example, administration associated with vendor supply portal maintenance).

2.7 Agreed training services cancelled within 24 hours of the agreed service date incur a cancellation fee of 100% of the agreed service, payable by you.

2.8 If, upon Approach Integrations’ staff arrival onsite at the agreed time and date, you reschedule or cancel the agreed training services in their entirety and no suitable alternative can proceed onsite, a cancellation fee of 100% of the agreed service applies.

2.9 Where an individual task within an agreed training service is removed or cancelled onsite, the agreed fees will not be amended and remain payable in full.

2.10 All Emergency Planning services are performed during business hours (Monday–Friday, 7:00am–4:00pm) unless otherwise stated or agreed in writing. Works outside these hours incur a 150% loading on quoted fees. Approach Integrations may suspend Services where health or safety risks arise at Client-controlled sites until rectified.

2.11 Onsite services (including floor plan mark-ups, diagram installations) requested to be rescheduled or cancelled upon Approach Integrations’ arrival onsite incur a site attendance fee of $375.00 + GST.

2.12 Emergency Documentation works, Approach Integrations may invoice the full quoted amount upon submission of a draft for review/approval and/or upon postage/delivery of products.

2.13 You must provide free access to project documentation systems (including Aconex, Incite, etc.). Where not provided, Approach Integrations may retrieve such documentation and charge the actual costs incurred plus a $500 + GST administration fee.

2.14 Approach Integrations may, with your prior approval (not to be unreasonably withheld), engage specialist consultants at your cost, risk, and expense.

CLAUSE 3: FEES, PRICES, AND PAYMENT

3.1 You agree to pay for the Services and Products supplied by Approach Integrations as follows:

(a) Where the Services comprise fire and emergency response training services, payment is due at the times specified in the Proposal. If no times are specified, the Fee will be divided into four quarterly instalments, invoiced quarterly in advance, and payable within thirty (30) days from the invoice date.
(b) For all other Services and Products, payment is due at the times specified in the Proposal. If no times are specified, the Fee is payable within thirty (30) days from the invoice date.

3.2 If any amount becomes overdue:

(a) all outstanding invoices immediately become due and payable; and
(b) Approach Integrations may suspend or discontinue the supply of Services and Products until all overdue amounts are paid in full. Approach Integrations is not liable for any direct or indirect Claims, delays, failures, or inability to perform the Services arising from such suspension.

3.3 Fees quoted in a Proposal remain valid for thirty (30) days unless otherwise stated.

3.4 If GST is payable on any taxable supply made under this Agreement, the Recipient must pay the GST in addition to the consideration for that supply.

3.5 Approach Integrations will issue a valid tax invoice to enable the Recipient to claim input tax credits, where entitled.

3.6 Where the Recipient is required to reimburse or indemnify Approach Integrations for any amount paid to a third party (“Third Party Payment”):

(a) the amount payable by the Recipient will be reduced by any input tax credit to which Approach Integrations is entitled in respect of the Third Party Payment; and
(b) the Recipient must pay applicable GST only on the reduced amount.

3.7 During any fixed term of the Agreement, on each anniversary of the Commencement Date, Approach Integrations may increase the Fees for the Services and Products:

(a) by the fixed amount or percentage specified in the Proposal; or
(b) if no amount is specified, by an amount not exceeding the percentage increase in the Consumer Price Index (All Groups) for the capital city relevant to the location from which the Services or Products are primarily managed, calculated over the preceding twelve (12) months.

3.8 Despite clause 3.7, Approach Integrations may vary the Fees at any time during the Term by providing thirty (30) days’ written notice.

3.9 Without prejudice to any other rights, interest on overdue amounts accrues at the Westpac Unsecured Personal Overdraft Rate plus five percent (5%) per annum, calculated daily from the invoice date until payment is received in full.

3.10 In addition to interest, the Customer is liable for all costs incurred by Approach Integrations in recovering overdue amounts, including without limitation legal fees, administrative costs, and debt-collection agency charges, on an indemnity basis. Approach Integrations may suspend the supply of Services and Products until all such amounts are paid in full.

3.11 For emergency documentation invoicing triggers and site attendance fees, refer to Clauses 2.11 and 2.12.

CLAUSE 4: TERMS OF AGREEMENT

4.1 Subject to clause 4.2, the Agreement commences on the Commencement Date and will continue until the Termination Date or until terminated earlier in accordance with the provisions of these terms and conditions, whichever occurs first.

4.2 Notwithstanding the Term, the parties agree that Approach Integrations will continue to provide the Services and/or the Products after the Termination Date, on the basis of a series of rolling twelve (12) month terms. Unless a party gives to the other a notice at least sixty (60) days before the Termination Date indicating that the party giving the notice does not wish the Services to continue past the Termination Date, the parties agree to extend the Term for a further period of twelve (12) months. In that event, the Term will include the additional twelve-month period, and the Termination Date will be the end of the Term as extended by the further terms of twelve months.

CLAUSE 5: WARRANTY BY APPROACH INTEGRATIONS & LIMITATION OF LIABILITY

5.1 Approach Integrations warrants that its Staff will at all times be suitably skilled and qualified to provide the Services.

5.2 To the full extent permitted by law, Approach Integrations makes no other warranties in relation to the supply of the Services or the Products and, subject to clause 5.5, excludes any warranties or conditions that would otherwise be implied under the Trade Practices Act 1974 (Cth) or other statute or at general law, including those as to merchantability, description, quality, suitability, or fitness for any purpose or otherwise.

5.3 If any warranty or condition cannot be excluded, restricted, or modified, then to the full extent permitted by law, Approach Integrations limits its liability in connection with the supply of the Services and Products (however arising, whether in contract, tort, or otherwise) at its option to one of the following:

In the case of the supply of Services:

supplying the relevant Services again; or

the payment of the cost of having the relevant Services supplied again;

In the case of the supply of the Products:

replacement of the relevant Products or the supply of equivalent Products;

the repair of the relevant Products;

the payment of the cost of replacing the relevant Products or acquiring equivalent Products; or

the payment of having the relevant Products repaired.

5.4 To the full extent permitted by law, Approach Integrations will not be liable for any special, indirect, or consequential loss, damage, or injury suffered or incurred by you in connection with the supply of or any failure to supply the Services or the Products.

5.5 Nothing in these terms and conditions will exclude, restrict, or modify any rights or remedies which you may have under the Competition and Consumer Act 2010 (Cth) or other legislation which under such laws cannot be excluded, restricted, or modified by agreement.

5.6 (Consultancy – Aggregate Cap) To the maximum extent permitted by law, the aggregate liability of Approach Integrations for Consultancy Services is capped at $300,000. [Note – new cap; prevails over any inconsistent limitation language in Clause 5.3–5.4.]

5.7 (Consultancy – Sunset) Liability in connection with Consultancy Services ceases three (3) years after completion of the Services. [Note – new limitation period.]

CLAUSE 6: CONFIDENTIALITY

6.1 All Confidential Information of a party (the “Disclosing Party”) that may come into the possession of the other party (the “Receiving Party”) during the Term is and remains the property of the Disclosing Party.

6.2 The Receiving Party must not at any time without the consent of the Disclosing Party, copy or take extracts of Confidential Information or remove any Confidential Information from either party’s premises except in the performance of its obligations under the Agreement. In the case of removal of any Confidential Information, the Receiving Party must as promptly as possible and in any case immediately return it to the Disclosing Party.

6.3 The Receiving Party must not either before or after the termination of the Agreement disclose to any person (other than the persons from time to time authorized by the Disclosing Party) any Confidential Information of which the Receiving Party may become possessed and the Receiving Party must not make use of any such Confidential Information:

to gain directly or indirectly any improper advantage to itself or to any other person;

to itself provide services which are similar to the Services; or

to injure or cause loss either intentionally or unintentionally directly or indirectly to the Disclosing Party.

6.4 You grant Approach Integrations permission to name you as a client of Approach Integrations in tendering for work from third parties

CLAUSE 7: YOUR OBLIGATIONS

7.1 In consideration of Approach Integrations providing the Services and/or the Products, you will pay the Fee to Approach Integrations at the times required under these terms and conditions.

7.2 You will make available all relevant information regarding or relevant to the nature of the particular Services required to be provided and the location of the premises where those Services will be performed at least five Business Days prior to the proposed date of commencement of the provision of those Services.

7.3 You will provide all assistance reasonably required by Approach Integrations in a timely manner so that Approach Integrations may perform the Services and supply the Products. Without limitation, you will use your best endeavors to ensure Wardens and/or your Staff are ready and available at the agreed times for the Services to be provided to them, and that all equipment is fully installed and able to be viewed at the agreed time of service.

7.4 You will ensure that at every premises where Approach Integrations is required to provide Services or supply the Products that there is a current policy of insurance covering public liability for not less than $20 million for each claim.

CLAUSE 8: RELEASE AND INDEMNITY

8.1 You release Approach Integrations from any Claim arising out of any act or omission of your Staff.

8.2 You release Approach Integrations from any Claim arising out of any act or omission of Approach Integrations or its Staff (unless any such act is negligent or deliberate) in connection with the delivery of the Services.

8.3 You indemnify and will keep Approach Integrations indemnified from and against any Claim arising out of any act or omission of any Warden of your Staff to whom you request that Approach Integrations provide the Services.

CLAUSE 9: FORCE MAJEURE

9.1 A party will not be liable for any delay or failure to perform its obligations under the Agreement if such delay is due to any cause beyond the reasonable control of the party.

9.2 As soon as a party becomes aware that the performance of its obligations may be affected by a cause beyond its reasonable control, it will give the other party notice of the circumstances, the anticipated delay, and any conduct that it can take to mitigate the effect of the circumstances.

9.3 If a delay or failure of a party to perform its obligations is due to a cause beyond its reasonable control, the performance of that party’s obligations will be suspended.

9.4 If a delay or failure by a party to perform its obligations due to a cause beyond its reasonable control exceeds 60 days from the date that the obligation was required to be performed, either party may immediately terminate the Agreement on providing written notice to the other party.

9.5 Without limiting any other provision of this clause 9, you acknowledge that in certain circumstances Approach Integrations Staff may not be available at the scheduled time and location at which the Services are to be performed due to sickness, accident, or other misfortune or incapacity of that individual or interruption or failure of transportation to that scheduled location. In such circumstances Approach Integrations will use reasonable endeavors to supply replacement Staff or carry out such other remedial action it considers appropriate in order to be able to perform the Services at the scheduled location as quickly as possible. You acknowledge, however, that it may not be possible for Approach Integrations to source replacement Staff at short notice or on the particular scheduled day in question. In no event will Approach Integrations be liable for any direct or indirect Claim suffered or incurred by you as a result of such circumstances including without limitation, failure to perform the Services, failure to perform the Services on the scheduled day or at the scheduled location or for any delay in performing the Services.

CLAUSE 10: APPOINTMENT AS SOLE PROVIDER

10.1 During the Term:

you agree to exclusively refer all of your requirements for services and goods the same as, or similar to the Services and Products referred to in the Proposal to Approach Integrations; and in so doing you agree not to engage any other person or entity to supply services and goods the same as or similar to the Services and Products specified in the Proposal.

CLAUSE 11: INTELLECTUAL PROPERTY RIGHTS

11.1 All copyright and other intellectual property rights in any software, designs, inventions, manuals, procedures, policies or creative works (Intellectual Property Rights) owned by Approach Integrations at the Commencement Date remain the property of Approach Integrations at all times.

11.2 Any Intellectual Property Rights developed by Approach Integrations during the Term in connection with the performance of the Services or otherwise in connection with the performance of Approach Integrations obligations under the Agreement will vest in Approach Integrations immediately upon its creation. You agree at the request of Approach Integrations to execute any assignment or other document reasonably requested by Approach Integrations for the purpose of vesting in Approach Integrations such Intellectual Property Rights.

11.3 Approach Integrations retains ownership of all intellectual property created. A non-exclusive, royalty-free, irrevocable licence to use such content solely for the purposes of completing the Project is granted upon signed receipt of an Approach Integrations Intellectual Property agreement and payment of all applicable fees; where this is not received, the full quoted fee remains payable and content will not be released.

11.4 Works (including drawings, reports, specifications, and calculations) may not be used for pricing, certification, regulatory approvals, or permits until full payment of all fees has been received by Approach Integrations.

11.5 For Consultancy Services, the Client is granted a non-exclusive, royalty-free, irrevocable licence to use the intellectual property solely for the purposes of completing the Project.

CLAUSE 12: RETURN OF FACILITIES

12.1 You must deliver to Approach Integrations immediately upon request and on termination of the Agreement, all facilities, equipment, notes, and other records relating to the business or affairs of Approach Integrations which Approach Integrations may provide to you for the purposes of the Agreement of which you may acquire during the course of the Agreement.

CLAUSE 13: TERMINATION

13.1 Either party may terminate the Agreement at any time by giving the other party at least thirty (30) days notice in writing to the other party in the event that the other party has breached a provision of the Agreement and has failed to rectify such a breach after the non-defaulting party has first given fourteen (14) days written notice requiring such breach to be rectified.

13.2 Notwithstanding clause 13.1, Approach Integrations may terminate the Agreement by giving you thirty (30) days notice in writing in the event that:

a) you infringe any of Approach Integrations intellectual property rights; b) you enter into any form of Insolvency.

13.3 If Approach Integrations terminates the Agreement as a consequence of your breach, then you must pay to Approach Integrations:

any part of the Fee which is then due and payable to Approach Integrations; and the Fee which would have been paid by you for the balance of the Term.

13.4 Any monies payable to Approach Integrations under clause 13.3 and which remain unpaid for thirty (30) days shall be a debt due and payable by you to Approach Integrations.

13.5 Approach Integrations may suspend Services immediately in the event of non-payment.

13.6 Approach Integrations may terminate the Agreement for an unremedied breach after a period of between five (5) and twenty-eight (28) days (depending on severity).

CLAUSE 14: GENERAL

14.1 (Further Assurances) Each party to this Agreement shall undertake all reasonable steps and actions as requested by any other party to facilitate the completion of any transactions outlined within this Agreement.

14.2 (Waiver) No waiver of any breach of this Agreement shall be valid unless it is provided in writing and signed by the party against whom the waiver is claimed. Furthermore, no waiver of any breach shall be considered a waiver of any other or subsequent breach.

14.3 (Governing Law) This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Services or Products are delivered. The parties hereby submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

14.4 (Severance) Any provision of this Agreement that is found to be unlawful or unenforceable in any jurisdiction shall be severed from this Agreement in that jurisdiction, without affecting the validity or enforceability of the remaining provisions in that jurisdiction or in any other jurisdiction.

14.5 (Successors) This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, and permitted assigns.

14.6 (Variation) The terms of this Agreement may only be amended in writing and signed by all parties. However, Approach Integrations reserves the right to amend these Terms and Conditions by publishing an updated version on the Approach Integrations website. Your continued use of the Services following notification of any changes shall constitute acceptance of those changes and variation of the terms of this Agreement.

14.7 (Entire Agreement) This Agreement constitutes the entire agreement between the parties concerning its subject matter, superseding and replacing any prior arrangements, agreements, representations, or undertakings.

14.8 (Relationship) The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create an employer-employee, principal-agent, partnership, or joint venture relationship between the parties.

14.9 (Assignment) You shall not assign or transfer any right or obligation under this Agreement without the prior written consent of Approach Integrations.

14.10 (Trust) If you enter into this Agreement as a trustee, you acknowledge that this Agreement binds you personally and in your capacity as trustee. You further affirm that you enter into this Agreement for the proper purpose of the trust, with the requisite power and authority, and that you have the right to be fully indemnified by the beneficiaries and from the trust property for all liabilities incurred under this Agreement.

CLAUSE 15: PRIVACY POLICY

15.1 Privacy Policy Overview: Approach Integrations respects your privacy and is committed to protecting your personal information. This Privacy Policy explains how Approach Integrations collects, uses, and protects the personal information you provide in connection with the Services and Products.

15.2 Collection of Personal Information: Approach Integrations may collect personal information from you, including but not limited to your name, contact information, payment details, and any other information necessary for the provision of Services and Products.

15.3 Use of Personal Information: Approach Integrations may use your personal information for the purpose of providing the Services and Products, billing, identification, and authentication, improving our services, and communicating with you.

15.4 Disclosure of Personal Information: Approach Integrations may disclose your personal information to third-party service providers or contractors who assist in the provision of Services and Products. Approach Integrations will not disclose your personal information to third parties for marketing purposes without your consent.

15.5 Data Security: Approach Integrations takes reasonable measures to protect your personal information from unauthorized access, use, or disclosure. However, no method of transmission over the internet or electronic storage is 100% secure, and therefore, Approach Integrations cannot guarantee absolute security.

15.6 Access to and Control Over Personal Information: You have the right to access, correct, or delete your personal information held by Approach Integrations. You may also opt-out of receiving communications from Approach Integrations.

15.7 Retention of Personal Information: Approach Integrations will retain your personal information for as long as necessary to fulfill the purposes outlined in this Privacy Policy unless a longer retention period is required or permitted by law.

15.8 Updates to Privacy Policy: Approach Integrations may update this Privacy Policy from time to time. Any changes will be effective immediately upon posting the revised Privacy Policy on the Approach Integrations website. Your continued use of the Services and Products after the posting of the updated Privacy Policy constitutes your acceptance of the changes.

CLAUSE 16: DISPUTE RESOLUTION

16.1 If a dispute arises in connection with the Agreement which cannot be settled by the parties within 14 days, the parties must endeavour to settle the dispute by mediation held in Brisbane (or in such other place as may be agreed by the parties by the parties in writing) before having recourse to litigation.

16.2 The parties must use their best endeavours to agree on a mediator but failing agreement either party may request the President of the Queensland Law Society to appoint a mediator and the mediator will be appointed on the terms specified by that organisation. The parties will bear equally the costs of any mediator appointed.

16.3 The parties agree that the mediator may conduct proceedings under this clause 15 in such manner as the mediator considers is fit including, if appropriate, the adoption of all or part of the Guidelines for Commercial Mediation of the Australian Commercial Disputes Centre. During the course of the mediation, each party must be represented by a person having authority to agree to resolution of the dispute.

16.4 If the dispute has not been settled within 28 days (or such other period as the parties may agree in writing) after the appointment of the mediator, the dispute may be submitted to a dispute resolution procedure specifically agreed to be the parties or, if not, to litigation.

16.5 Nothing in this clause 15 will prevent a party from seeking urgent interlocutory relief before an appropriate court.

16.6 (Unpaid Fees) Notwithstanding any other provision of this clause, Approach Integrations may at any time commence legal proceedings to recover unpaid fees.

CLAUSE 17: NOTICES

17.1 Any notice to or by a party:

a) must be in writing addressed to the other party and signed by or on behalf of the party giving the notice; and

b) is regarded as given by the sender and received by the addressee:

I. if by delivered in person, when delivered to the addressee,

II. if delivered by post, two Business Days after the date the notice is posted,

III. if delivered by facsimile, upon the sender receiving a transmission report from the sender’s facsimile machine indicating that the facsimile has been successfully transmitted in full, and

IV. if by email

a) upon receiving an acknowledgment from the recipient party; or

b) (except where the sender is put on notice that the email may not have been successfully sent) upon the return receipt being delivered by the automated email system to the sender, but the delivery or receipt is on a day which is not a Business Day or is after 4.00pm (addressee’s time) it is deemed to be given on the succeeding Business Day.

CLAUSE 18: INTERPRETATION

18.1 In these terms and conditions unless the context otherwise requires:

a) words importing the singular include the plural and vice versa;

b) words denoting a gender include all genders;

c) headings shall be ignored in construing these terms and conditions;

d) references to persons include references to corporations and other bodies and entities;

e) references to statutes include all statutes amending, consolidating or replacing such statutes; and

f) a reference to “$” or “dollars” is a reference to the lawful currency of the Commonwealth of Australia.