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Terms of Business

Terms and Their Meanings

  • Services: Education and training programs, consulting, and other workforce development services as detailed in a Statement of Works (SOW).
  • SOW (Statement of Works): A written document outlining services, fees, applicable taxes, and any additional terms.
  • We, our, and us: Mr and Mrs Cloud Ltd (ABN 77 613 464 136)
  • You and your: The client receiving or requesting Services from Mr and Mrs Cloud.
  • Invoice: A bill issued by Mr and Mrs Cloud requesting payment for Services rendered.
  • Purchase Order (PO): A document issued by you (the client) to authorize a purchase of Services from Mr and Mrs Cloud.

Provision of Services

  • Services will be outlined in the SOW, which you can accept via email confirmation.
  • Upon SOW acceptance, we will use reasonable efforts to provide Services as agreed.
  • SOWs are valid for 30 days from their issuance date.
  • Additional Services beyond the SOW will incur additional charges and need your approval before we proceed.
  • While we strive to meet agreed deadlines, reasonable delivery delays won’t entitle you to claims, cancellations, or termination.

You agree to:

  • Provide all necessary information to facilitate the Services.
  • Make decisions or approvals in a timely manner.
  • Notify us of anything that may impact Service delivery.

Payment

  • Fees are outlined in the SOW. Invoices will be issued upon completion of Services or at agreed-upon milestones and are due within seven (7) days of receipt.
  • We reserve the right to review and potentially increase fees after the initial term in the SOW, providing 30 days’ written notice. You can terminate if you disagree with the increase.
  • You may opt to prepay for Services; these funds will be applied against future invoices, and you’ll receive monthly statements.
  • Late payments may result in Service suspension.
  • Outstanding balances will accrue interest at 5% per annum, calculated daily and payable monthly.
  • You’re liable for collection costs and legal fees in case of debt recovery.
  • Purchase Orders: We accept Purchase Orders as a form of payment authorization. POs should be sent to [email] and must include:
    • Valid PO number
    • Accurate description of Services matching the SOW
    • Agreed-upon pricing
    • Your billing address and contact details

Intellectual Property

  • Mr and Mrs Cloud retains ownership of all Intellectual Property related to the Services, including:
    • Proposals, solutions, course designs, learning materials
    • Assessments, assessment data, LMS and student management systems
    • Individual learner performance data, videos, and other course-related content
  • You are granted a royalty-free, worldwide license to use individual learner performance data generated from the Services.

Confidentiality

  • Confidential Information includes business, financial, technical, and customer data that is not public knowledge.
  • Each party must protect the other’s Confidential Information and prevent unauthorized use or disclosure.
  • Confidentiality obligations persist even after the Agreement ends.

General Terms and Conditions

  • Consents and Approvals: You are responsible for obtaining any consents or authorizations related to the materials you provide us.
  • Termination: Either party can terminate with 30 days’ written notice. You are liable for fees incurred during the notice period.
  • Immediate Termination by Us: We may terminate immediately if you fail to make payments, breach the Terms (without rectifying it within 5 business days of notice), enter bankruptcy or receivership, or consistently hinder the provision of Services.
  • Severability: If any provision is deemed invalid, the rest of the Agreement remains in effect.
  • Force Majeure: Mr and Mrs Cloud won’t be liable for Service delays due to events beyond our reasonable control. We’ll notify you of such events and their expected impact. If the delay exceeds 3 months, you may terminate with 60 days’ notice.
  • Non-Solicitation:  For six (6) months after the Agreement, neither party may solicit or hire the other’s employees or contractors without prior written consent.
  • Exclusions and Limitations of Liability:  While we strive for high-quality services, all warranties related to outcomes are expressly excluded. You indemnify Mr and Mrs Cloud against losses arising from Service provision, except for those caused by our gross negligence or willful default.
  • Change to Terms: We may revise these Terms with 30 days’ written notice. You have the right to terminate if you disagree.
  • Entire Agreement: The Terms and SOW represent the complete agreement, superseding prior discussions.
  • Governing Law: This Agreement is governed by the laws of Victoria, Australia.

Contact: Mr & Mrs Cloud Pty Ltd | ABN 77 613 464 136 Email : academy@mrandmrscloud.com