Terms of Sale

Payment and Financial Terms

All fees for Products and Services are as specified in the Offer Document or on the Company’s website (the Fees).

Unless otherwise stated, all Fees are quoted in Australian Dollars (AUD).

Unless otherwise expressly stated, all Fees are exclusive of Goods and Services Tax (GST). If GST is payable on any supply made under these Terms, the Client must pay an additional amount equal to the GST payable, subject to the Company provided a valid Tax Invoice.

The Client must pay the Fees according to the following schedule based on the purchase type:

Digital Products & Online Courses: 100% upfront payment is required before access is granted.
Individual and Team Coaching Packages: Paid in full upfront, or as per terms of bespoke service contract, prior to the commencement of the first session.
Consulting Services: The balance due 14 days from the date of invoice, or as per terms of bespoke service contract.
Keynote Speaking: A non-refundable deposit of 50% is required to secure the date/commence work, with the balance due 7 days prior to the event date.

The Company reserves the right to pass on any merchant fees or surcharges incurred from credit card transactions to the Client as permitted by law.

If any part of the Fees remains unpaid after the due date:

The Company may suspend the delivery of any Services or revoke access to Digital Products without notice until all arrears are paid.
The Company reserves the right to charge interest on the overdue amount at a rate equal to the Reserve Bank of Australia cash rate target plus 6% per annum, calculated daily from the day after the due date until the date of full payment.
The Client is liable for all costs incurred by the Company in recovering any outstanding Fees, including but not limited to legal fees on a full indemnity basis and debt collection agency commissions.

Unless otherwise specified in an Offer Document or Service Contract, the Client shall reimburse the Company for all reasonable “out-of-pocket” expenses incurred in connection with the Services, for example, airfares, accommodation.

Cancellation, Rescheduling and Refunds

The Company’s Products and Services come with guarantees that cannot be excluded under Australian Consumer Law.

For a major failure with a service, the Client is entitled to cancel the service contract and receive a refund for the unused portion, or to compensation for its reduced value.

For a minor failure, the Company will, at its discretion, remedy a failure within a reasonable time or provide a refund.

Subject to any specific Money Back Guarantee expressly offered in any Offer Document or Services Contract, the Company does not offer refunds for change of mind or a change in the Client’s personal or business circumstances.

The Client acknowledges that the Company reserves specific time slots for coaching.

The Client may reschedule a session by providing at least 24 hours notice in writing or by phone call.

If the Client cancels or requests to reschedule with less than 24 hours notice, the Company reserves the right to charge a late cancellation fee equal to 100% of the session fee, or deduct one session from a pre-paid package.

If the Client fails to attend a scheduled session within 15 minutes of the start time, it will be treated as a “No Show”. The session will be forfeited, and no refund or credit will be provided.

Upon the Client receiving login credentials or download links, the Product is deemed to be delivered.

Since digital products cannot be returned, no refunds will be provided once access is granted, unless the digital content is proven to be fault or significantly different from its description.

If the Client cannot attend an Event, they may nominate a substitute attendee at no extra cost, provided they notify the Company in writing more than 24 hours prior to the Event.

If a Client cancels their registration to an Event with:

30+ days notice: Full refund less a 10% administration fee
14 – 29 days notice: 50% refund
Less than 14 days notice: No refund

If the Company cancels an Event, the Client will be offered a choice of a full refund or credit toward a future event.

The Company is not liable for the Client’s travel or accommodation costs.

The deposit specified in an Offer Document or Services Contract is non-refundable and represents a genuine pre-estimate of the Company’s loss in the cancellation of the services.

The Company makes every effort to adhere to the scheduled dates for delivery of the Services. However, the Company reserves the right to postpone or reschedule a Service due to unforeseen unavailability of Key Personnel, speaker illness, or other logistical necessity.

The Company will provide the Client with as much notice as is reasonably practicable in the circumstances.

Where the Company postpones a Service:

The Company will propose alternative dates and times.
If the Client, acting reasonably, cannot attend or facilitate the Service on the alternative dates provided, the Client may elect to:
- Receive a credit for the value of the postponed Service; or
- Receive a full refund for that specific session or event fee.

To the maximum extent permitted by law, the Company is not liable for any out-of-pocket or consequential costs incurred by the Client due to the Company’s postponement.

If the Client postpones a Keynote or Consulting milestone with 14 days of the date, a Rescheduling Fee of 15% of the total fee may apply to cover wasted preparation and logistical costs incurred by the Company.

If a Force Majeure Event prevents the Company from performing its obligations, such as delivering an Event, the Company’s obligations will be suspended for the duration of the Force Majeure Event.

The Company will make reasonable efforts to mitigate the impact of the Force Majeure Event, which may include:

Converting an in-person event to a digital/virtual format; or
Rescheduling the service to a later date.

To the extent permitted by law, the Company will not be liable for any loss, damage or expense, including the Client’s travel and accommodation costs, incurred by the Client as a result of a Force Majeure Event.

If the Force Majeure Event continues for more than 30 days, either party may terminate the affected portion of the Services by written notice. In such a case, the Company will provide a refund for any Services not yet rendered, less any non-recoverable costs already incurred by the Company.

Intellectual Property

The Company owns all right, title, and interest in all Background IP, including but not limited to:

Proprietary frameworks, leadership models, and coaching methodologies.
Course content, videos, workbooks, templates, and digital downloads.
Keynote presentations and seminar materials.

Nothing in these Terms or any Offer Document or Services Contract constitutes a transfer of ownership of any Intellectual Property rights from the Company to the Client.

Upon full payment of the Fees, the Company grants the Client, a non-exclusive, non-transferable, and revocable licence to use the Materials solely for:

Personal professional development.
Internal use within the Client’s specific organisation.

The Client must not, and must not permit any third party:

Reproduce, modify, or create derivative works based on the Materials.
Sell, sublicense, or distribute the Materials to any third party or external organisation.
Use the Materials to train other coaching or consulting professionals unless expressly authorised in writing.

The Client and its attendees are strictly prohibited from recording, via audio or video, any coaching sessions, seminars or keynotes without the prior written consent of the Company.

The Client acknowledges that the Company may record in-person or online events for quality, training or promotional purposes. If the Company intends to use a Client’s specific likeness or testimonial for marketing, the Company will seek separate written consent.

The Client must not remove or obscure any copyright notices, trademarks, or branding from the Materials provided.

The obligations under this Section survive the termination or completion of the Services indefinitely.

Client Obligations and Participation

The Client acknowledges that the success of the Services depends on their active participation and transparency. The Client must:

Provide all information, data, and documentation reasonably required by the Company to perform the Services in a timely manner.
Ensure that all information provided is accurate, complete, and not misleading.
Be fully present and prepared for all coaching sessions or seminars.

The Company maintains a zero tolerance policy regarding professional conduct. The Client and their representatives/employees must:

Conduct themselves in a professional, respectful, and non-disruptive manner during all sessions and events.
Refrain from any behaviour that is harassing, abusive, or discriminatory toward the Company’s staff or other participants.
Comply with the rules and regulations of any third-party venue where an in-person event is held.

If the Company, in its sole discretion, determines that the Client’s conduct is inappropriate or disruptive:

The Company may terminate a coaching session immediately without a refund for that session.
The Company may remove the Client or their representative from an event.
Serious or repeated breaches of conduct may result in the immediate termination of the entire Services Agreement under Cancellation, Rescheduling and Refunds clause with no refund of Fees paid.

For Services delivered online, the Client is responsible for:

Ensuring they have a stable internet connection and the necessary hardware/software to access the Services.
Maintaining the security of any login credentials provided.
The Client must not share their access to Online Courses or restricted digital content with any third party.

Where the Client is an organisation purchasing Services for its employees:

The Client remains responsible for the conduct and participation of its individual employees (“Participants”).
A breach of these Terms by a Participant will be deemed a breach by the Client.

Confidentiality and Privacy

Confidential Information includes all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), including business strategies, financial data, trade secrets, personnel information, and the specific contents of coaching sessions.

Confidential Information does not include information that is already in the public domain, was already known to the Receiving Party, or is received from a third party without a breach of confidence.

The Receiving Party must:

Keep the Confidential Information strictly confidential and secure.
Only use the Confidential Information for the purpose of performing or receiving the Services.
No disclose the Confidential Information to any third party without prior written consent, expect to professional advisors, for example lawyers, or as required by law.

The Company collects personal information such as names, contact details and payment information to provide the Services.

The Company handles all personal information in accordance with its Privacy Policy and the Privacy Act 1988 (Cth).

The Company will not use the Client’s personal information for marketing purposes unless the Client has opted-in. The Client may opt-out at any time.

The Client acknowledges that the Company may use de-identified and aggregated data derived from the Services for research, benchmarking, or to improves its coaching frameworks.

The data will never contain personal information or Confidential Information that could identify the Client or any individual participant.

The obligations of confidentiality under this Section survive the termination of these Terms indefinitely.

Disclaimers and Limitation of Liability

The Client acknowledges that leadership coaching and consulting are subjective.

The Company makes no guarantees, warranties, or representations regarding specific outcomes, financial gains, or career advancements resulting from the Services.

The Client remains solely responsible for the implementation of any insights or strategies discussed. The Client is fully responsible for any decisions made or actions taken based on the coaching or consulting.

The Services do not constitute legal, financial, or psychological advice. The Client should consult with qualified professional for such matters.

To the maximum extent permitted by law, the Company’s total liability to the Client for any loss or damage, including negligence, is limited to the total amount of Fees actually paid by the Client to the Company for the specific Services or Product giving rise to the claim.

The Company is not liable for any indirect or consequential loss, including but not limited to, loss of profits, loss of revenue, loss of opportunity, or damage to reputation, even if the Company was advised of the possibility of such loss.

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee or warranty, implied or imposed by Australian Consumer Law which cannot be lawfully excluded or limited.

Where the Company is liable for a breach of a non-excludable guarantee, the Company’s liability is limited to:

Re-supplying the Services; or
Paying the cost of having the Services supplied again.

The Client agrees to indemnify and hold the Company harmless against any claims, losses, or costs, including reasonable legal fees, arising out of:

The Client’s breach of these Terms;
The Client’s use of the Materials in a manner not authorised by the Company; or
Any third-party claims resulting from the Client’s actions or business decisions following the Services.

Key Personnel

Unless Key Personnel are expressly named in the Offer Document or Services Agreement, the Company reserves the right to nominate any suitably qualified employee, contractor, or Senior Coach to deliver the Services or perform the Event.

Where Key Personnel are named, the Company will use all reasonable endeavours to ensure that individual performs the Services.

If Key Personnel become unavailable due to illness, injury, or unforeseen circumstances:

The Company will notify the Client as soon as practicable.
The Company may propose a substitute of equivalent expertise.
The Client may, acting reasonably, elect to either:
- Accept the substitute; or
- Reschedule the Services to a date when the Key Personnel is available.

For Keynote Speaking or In-Person Seminars where Key Personnel are unavailable on the scheduled date:

The Company may provide a substitute speaker of high professional standing to deliver the content.
If the Client rejects the substitute, the Event will be treated as postponed under Clause Cancellation, Rescheduling and Refunds.
If the unavailability occurs within 24 hours of the event, an no substitute can be arranged, the Company’s liability is limited to a refund of the Fees for that specific event.

Dispute Resolution and Governing Law

If a dispute arises out of or relates to these Terms (a Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and the outcome sought (the Dispute Notice).

Within 14 days of the Dispute Notice being served, the parties, or their representatives, must meet in good faith to attempt to resolve the Dispute through negotiation.

If the Dispute is not resolved within 14 days of the meeting, neither party may commence court proceedings, except in the case of injunction, until they have first attempted to settle the Dispute by mediation.

The mediation will be conducted by a mediator agreed upon by the parties. If the parties cannot agree on a mediator with 7 days, the mediator will be appointed by the President of the Law Society in the State of New South Wales.

The costs of the mediator and the venue will be shared equally between the parties. Each party will bear its own legal and other costs associated with the mediation.

These terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of that State and any courts which have jurisdiction to hear appeals from those courts.

This Section survives the termination or expiry of a Services Agreement.

General

These Terms constitutes the entire agreement between the parties concerning the subject matter of this agreement unless accompanied by an Offer Document.

No amendment, supplement, consent or waiver, express or implied, to or of any provision of these Terms will be effective unless in writing signed by the parties hereto and then only in the specific instance and for the specific purpose given.

If any provision of these Terms is found by any court or arbitrator to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected thereby.

These Terms are governed by the law applicable in New South Wales, Australia, and each party submits to the jurisdiction of the courts of New South Wales, Australia.

This agreement is drawn up solely in the English language, which shall be the only recognized language in all documents and communications between the parties.

In these Terms, unless the context requires otherwise:

A reference to a person includes a natural person, partnership, body corporate, association, or government body.
The singular includes the plural and vice versa.
A reference to a Section or Clause is a reference to a section of clause of these Terms.

If there is any inconsistency between the Terms and the Offer Document, the Offer Document will prevail to the extent of the inconsistency.

Definitions

ACL means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Background IP means all Intellectual Property Rights owned by or licensed to the Company prior to the Commencement Date, or developed by the Company independently of the Services, including by not limited to the Company’s proprietary leadership frameworks, models, methodologies, and materials.

Business Day means a day that is not a Saturday, Sunday, or public holiday in the State of New South Wales.

Client means the person or entity identifies in the Offer Document or Services Agreement to whom the Company is providing the Products or Services.

Company means Vector Advantage Pty Ltd.

Confidential Information means any information, whether in visual, documentary, oral, or electronic form, that is disclosed by a Disclosing Party to a Receiving Party which relates to the Disclosing Party, its business or Representatives, clients, customers or suppliers, including:

Trade secrets and Intellectual Property;
Financial information, including financial reports, balance sheets, profit and loss statements, sales information and bank accounts;
Business information, including business plans, strategic plans, proposals, management reports and marketing and distribution plans;
Personal information, including information concerning the Disclosing Party’s Representatives, clients, customers or suppliers; and
Commercially sensitive information or other business intelligence;
Any other information or data that the Receiving Party is told is confidential, or that a reasonable person would expect from its nature to be confidential;
Any other information generated from confidential information, including but not limited to examination, testing and/or analysis or Confidential Information; and
Any discussions, presentations, investigations or negotiations between the parties including the fact that such discussions, presentations, investigations or negotiations are taking place or have occurred, and/or the fact that a party is, may be, or has been involved with the Company or has withdrawn from the Company Services.

Digital Products means any non-tangible, digital goods including online courses, pre-recorded videos, downloadable templates, and electronic workbooks provided by the Company.

Disclosing Party means each party, and Related Body Corporate of a party, that discloses Confidential Information to the other party and/or a Related Body Corporate of that other party.

Event means any in-person or virtual seminar, workshop, keynote speech, or group training session delivered by the Company.

Fees means the prices for the Products and Services as set out in the Offer Document or on the Company’s website.

Force Majeure Event means any event of circumstance beyond the reasonable control of a Party, including but not limited to: acts of God, fire, flood, earthquake, pandemic or epidemic including government mandated lockdowns or travel restrictions, war, terrorism, or nationwide strikes.

Intellectual Property means all intellectual property and industrial property rights in any form now in existence or developed in the future, including, without limitation, rights in the nature of any design, patents, formulas, plans, specifications, copyright, know-how, trade secrets, confidential information, trademarks, algorithms, software code, trade names, service marks, goodwill, project reports, training and educational materials and other similar rights, whether registered or not. This also includes all intellectual property and know-how developed as part of a Contract known as Project IP.

Key Personnel means the specific individual(s) named in the Offer Document who are intended to deliver the Services.

Materials means any documents, slide decks, workbooks, or digital content provided to the Client as part of the Services.

Offer Document means the specific proposal, Statement of Work, or online checkout page that outlines the scope, price, and specific details of the Products or Services being purchased.

Receiving Party means a party that has Confidential Information disclosed to it by the other party and/or a Related Body Corporate of that other party.

Services means the coaching, consulting, or speaking services provided by the Company to the Client.

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