Terms & Conditions
Welcome to the Primavera Consulting website, which is owned and operated by Primavera Consulting (ABN 57 268 216 105) (we, us, our, or Primavera).
When you access and use our website at https://www.primaveraconsulting.com.au and our associated social media channels (our Website) and/or our marketing and communication consultancy services (our Service), you agree that you have read and accept these terms and conditions (Terms).
If you have any concerns about these Terms, you should not access or use our Website or Service.
Use of the Service
- You must use the Service in accordance with these Terms. By using the Service, you warrant that you are over 18 and legally capable of entering into a binding contract.
- If you use a workplace email address or facilities to access the Website or Service, then you are solely responsible for ensuring that you comply with your workplace rules.
- As we consider necessary in our discretion, we can temporarily or permanently restrict your access to the Website or Service.
- We may change the Website or Service from time to time in our discretion.
- The Website may contain links to other third-party websites. We do not endorse the content of these websites nor provide any warranties regarding the accuracy of their content.
You must not:
- use the Website or Service for any activities or post or transmit via the Website or Service, any information or materials which breach any laws or regulations or infringe a third party’s rights;
- use the Website or Service to post or transmit any material which interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person or which inhibits any user from using the Website or Service;
- use the Website or Service to send unsolicited email messages;
- interfere with, hinder or modify the Website or Service;
- attempt to damage the Website, or attempt to transmit any viruses or other harmful code to, or via, the Website or Service; or
- attempt or assist another person to do any of these things.
If we reasonably consider that your use of the Website is excessive and suggests that you are making commercial use of the Website, is flooding the Website with unsustainable traffic, or is otherwise unreasonably excessive, we reserve the right to suspend or cancel your access to the Website immediately without notice to you.
Intellectual Property on the Website
- The contents of the Website incorporate our intellectual property and you must not copy or reproduce them.
- Any third party intellectual property included in the Website is subject to the rights of the third party and remains the intellectual property of the third party.
- If you provide any content to the Website, such as reviews, testimonials, content for discussion forums or other information, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, adapt and sub-license that content for our purposes and you provide all necessary consents in relation to moral rights to enable us to do so. For discussion forums, you must follow the forum rules (if any). You warrant that you have the right to provide this licence and consent in relation to all such content, and that the content is not misleading, defamatory or offensive, or otherwise contrary to law or an infringement of the rights of any third party.
Provision of the Service
- We will commence providing you with the Service from the date set out in our proposal to you (Proposal), or another date agreed in writing between us. The Proposal sets out the scope of work and other relevant details for the Service we provide, and once you have accepted our Proposal, it forms a contract between us which includes these Terms (Contract).
- We will aim to always provide you with the Service:
- using reasonable care, skill and knowledge; and
- in compliance with laws that apply to us in providing the services.
- Our personnel who perform the Service:
- have appropriate skills, experience and qualifications; and
- will comply with your reasonable, previously notified safety policies while at your premises.
- You must comply with all applicable health and safety laws, and take the right steps to make sure no-one is exposed to risks to their health and safety while we are providing the Service. If you don’t do so, you must indemnify us, our officers, employees, contractors and agents for any costs we incur because of your breach.
- You must maintain public liability insurance covering your sites and workers compensation insurance as required by law. We will also maintain appropriate levels of professional indemnity insurance, as well as workers compensation insurance as required by law.
Paying for the Service
- You must pay us the fee for the Service as set out in the Proposal (Fees) within 7 days after we send you a valid tax invoice, by direct deposit to our nominated bank account or as set out in the invoice.
- The recipient of a taxable supply under this agreement must pay the GST component of a valid tax invoice at the same time as payment for the supply is due.
- If you do not pay the Fees when due, we are entitled to charge you interest at 2% above the Westpac reference rate, compounded monthly, until the outstanding payment is made.
- We will review our Fees annually. If you request an additional Service not covered by the Proposal, we will both agree in writing on applicable Fees.
Duration of Services
- This agreement continues until either of us terminates it in accordance with this section.
- Either party can terminate this agreement if the other party materially breaches the agreement (including, in your case, failure to pay the Fees when due) and does not remedy the breach within 14 days’ written notice. To the extent permitted by law, either party can terminate this agreement if the other party becomes insolvent.
- Either party can terminate this agreement on 30 days’ notice.
- We are not responsible where we are prevented from performing the Service by events outside our reasonable control.
- After termination, we will return to you any access badges or other property that you have provided to us or our personnel, and you will pay us all Fees for all Services provided up to the termination date. If you elect to terminate under clause 6.3, you will also pay us our reasonable costs arising from the termination.
- You indemnify us and our personnel from and against all losses and claims resulting from your breach of these Terms, any applicable law or any third party intellectual property rights.
- To the extent permitted by law and except as set out in this clause, we exclude liability for any claims, losses, damage, cost or expense incurred by you in connection to your use of the Website or Service. We do not warrant that the Website or Service will be uninterrupted, free from delays, error-free or free from viruses or harmful code.
- To the extent permitted by law we exclude all representations and warranties, express or implied, not expressly set out in these Terms or in our contract with your for the Service. You acknowledge that the Website is provided “as is” and that we do not make any warranty or representation as to the suitability of the Website and Service for any purpose.
- Our products and services may come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). You may have rights under the ACL for major and minor failures. In addition to other entitlements, for a major failure you may be entitled to a refund or compensation for the reduced value of the product or service. For a minor failure, we may choose to provide you with a refund or re-supply the product or service.
- To obtain compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the ACL.
- The type of remedy we will offer you may vary depending on how long it takes you to make a claim.
- For any liability under a Contract between us other than non-excludable liability under the ACL, our liability, whether arising in contract, negligence or otherwise, is capped in aggregate to actual direct damages for which we are legally liable in the amount of the Fees paid in the 12 months prior to the first claim.
- To the extent permitted by law, we will not be liable to you for indirect and consequential loss arising from or connected to this agreement in contract, negligence or otherwise unless that loss arises as a result of our own wilful negligence or wilful misconduct.
- Our liability to you for loss or damage of any kind arising out of a Contract is reduced proportionally to the extent caused or contributed to by you. This reduction applies whether our liability is in contract, negligence or otherwise.
- For any customers located outside Australia, these Terms take effect to the fullest extent permitted by law in the applicable jurisdiction. However, please note that our Service may not be suitable for use in countries outside Australia.
- To the extent permitted by law, you agree that you may bring claims in relation to the Website or Service only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless both parties agree, a court may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- All limitations and exclusions set out in these Terms apply to the extent permitted by law.
- We must both mitigate our loss in relation to any Contract.
- If you have a complaint, please contact us at email@example.com to let us know about your concern.
- We will try to resolve your complaint effectively and efficiently in accordance with our complaints handling process.
- Any dispute or difference arising in relation to this agreement (Dispute) must first be referred for discussion between the parties.
- If the parties have been unable to resolve the Dispute within 10 business days, the Dispute will be referred, at the request of either party, for mediation in accordance with the rules of the Australian Disputes Centre (ADC), by a mediator appointed by the ADC.
- Each party must bear its own costs of the mediation.
- A party must not commence any proceedings, other than an application for urgent interlocutory relief, until it has complied with the provisions of this clause.
- These Terms will be governed by and construed in accordance with the laws in Victoria, Australia. You agree to submit to the non-exclusive jurisdiction of the courts having jurisdiction in that state and courts of appeal from them.
- These Terms may be updated from time to time. You should check the Website for any changes.
- You must not try to assign or deal with your rights and obligations under a Contract, without first obtaining written consent from us.
- With the Proposal, these are the only terms that apply to the Service. If you provide us with any other terms, such as on your purchase order, those other terms have no effect.
- The parties are independent contractors.
- If any provision of the Terms is found to be invalid or unenforceable, this will not affect the remainder of the Terms, which will continue in full force and effect.
- If we do not act in relation to a breach of the Terms by you, this does not waive our rights to act with respect to subsequent or similar breaches of the Terms by you.
- Please email us at firstname.lastname@example.org if you have any questions relating to our Terms.