Ahoy, Stormfacers (that’s you, the user of Team Buffalo and its Services)! Thank you for working with “Team Buffalo” (The Company, also known as Buffalo Solutions PTY LTD). By signing and returning the above Quote page, the Quote will become the Contract and you, the “Client”, are confirming your agreement to purchase the program described on the Quote page and acceptance of these Terms and Conditions.

1. Currency of Quotation

A quotation remains current for three months from issue, after which we may update it. Once the Quote becomes the Contract the Terms and Conditions and fees are fixed.

By using the Services, you state that:

You are at least 18 years old and over the minimum age required by the laws of your country of residence to access and use the Services;

You can form a binding contract with Team Buffalo;

You are not barred from using the Services under all applicable laws; and

You have not been permanently suspended or removed from the Services.

If you are accepting these Terms on behalf of another legal entity, including a business or government entity, you represent that you have the full legal authority to bind such entity to these Terms.

2. Payment Terms

For contracts less than $20,000, 100% of the Contract Fee will be invoiced on receipt of your signed Contract. For contracts greater than $20,000, 50% of the Contract Fee will be invoiced on receipt of your signed Contract, with the remaining 50% invoiced upon completion on services.

Payment is due within 14 days of the invoice date. A late payment fee of 5% applies to invoices unpaid after 30 days. Credit card payments attract an additional 1.8% processing fee.

3. Cancellation

Without limiting the Company’s right to claim payment of amounts due under the Contract or any loss and damage sustained due to the cancellation of the Contract due to non-compliance by the Client, if due to non-compliance with the Contract by the Client the Contract is cancelled by the Company or if the Client elects to cancel the Contract;

• more than twelve (12) weeks before the commencement date of the Program, the Client must pay the Company 50% of the Contracted Fee plus GST as a cancellation fee; or if cancelled

• less than twelve (12) weeks before the commencement date of the program, the Client must to pay the Company 100% of the Contracted Fee plus GST as a cancellation fee.

Coaching, Survey and Consulting Contracts will be subject to the same cancellation periods as per above.

Any amount which at the time of cancellation has been paid by the Client on account of the Contracted Fee, will be forfeited to the Company and deducted from any cancellation fee due.

If notice of cancellation is given by the Client the effective date of cancellation is the date on which written notice of cancellation is received by the Company.

If the Client elects to cancel the Contract, the Company may (but is not obliged to) offer the Client an opportunity to transfer the value to another Program of equal or greater value of the Contract Fee within a 12-month period of the original contract but otherwise subject to these Terms and Conditions.

Coaching appointments which are cancelled or changed must be made at least 48 hours in advance. Coaching appointments that are cancelled with less than 48 hours notice will be invoiced at 100% Coaching appointments cancelled after the appointment time or if the participant(s) does not attend or call the Company the Client will be invoiced at 100%.

If services need to be rescheduled by the Company due to illness or other unforeseen events impacting the Company, the Company will work with the Client to reschedule at a future date that works for both parties. No refunds are available in this instance.

4. Copyright and Permissions

The Company asserts exclusive copyright for all materials designed, produced and provided while conducting work for clients, whether or not an explicit copyright assertion appears on the relevant items. Copyrighted material may not be re-branded under any circumstances.

5. Intellectual Property

For the purposes of this Contract, “Intellectual Property Rights” means any and all registered and unregistered intellectual property rights anywhere in the world including without limitation, all copyright, trade secrets, patents, patent applications, trademarks, domain names, business names and design rights, and all neighbouring or proximate rights in such things. This Contract: (a) does not transfer to the Client any or any part of the Company’s Intellectual Property Rights, and (b) confers a licence to use materials to which such rights attach only for the purpose of the activities contemplated by these Terms and Conditions. The Client acknowledges and agrees that the Company owns all the Intellectual Property Rights in course materials which are in existence as at the date of the Contract or come into existence after the date of the Contract through the efforts of the Company; or which are developed with the participation of the Client during the course of the Contract.

6. Third-Party Content, Advertisements, and Promotions

The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third-party’s websites, products, or services. Your use of Third-Party Content is at your own risk, and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.

The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.

If you choose to use the Services to conduct a promotion, including a contest or sweepstakes (“Promotion”), you alone are responsible for conducting the Promotion in compliance with all applicable laws and regulations, including but not limited to creating official rules, offer terms, eligibility requirements, and compliance with applicable laws, rules, and regulations which govern the Promotion (such as licenses, registrations, bonds, and regulatory approval). Your Promotion must state that the Promotion is not sponsored by, endorsed by, or associated with Team Buffalo, and the rules for your Promotion must require each entrant or participant to release Team Buffalo from any liability related to the Promotion. You acknowledge and agree that we will not assist you in any way with your promotion, and you agree to conduct your Promotion at your own risk while agreeing to seek Team Buffalo permission beforehand.

7. Safety and Health

To ensure the safety and health of all employees, consultants and others involved in the provision of the Company’s services, the Client must provide a safe and healthy environment and be responsible when the Company’s representatives visit the Client’s premises. The Client must implement effective OSH policies and procedures and hold adequate public liability insurance cover.

8. Privacy and Confidentiality

The Company will keep all personal information confidential, but may use the Client and participants details for future contact; and will not sell or pass on their details to other parties, except where they act as consultants or coaches for the Company and the information is required to deliver the Company’s goods or services to the Client. The Company will maintain the confidentiality of information received from the Client, participants and 360˚ raters. Unless agreed to at the commencement of the 360˚ process, information about nominated raters, participant results, survey data and the content of coaching sessions will be confidential, and the Company will provide copies of reports only to the participant. Paper questionnaires will be destroyed one month after reports are returned to participants. The Client consents to the Company to retain and use anonymised data harvested from participant responses, and, to the fullest extent permitted by law, the Client hereby consents to such action on behalf of the participants representing their organisation or company.

If there are specific clients you would not feel comfortable us working with, please make that clear at the start of our relationship, and we will honor them within reason. We may work across similar companies in similar or the same industry and will maintain confidentiality throughout any projects to ensure you receive the outcome you’re after while allowing the flexibility for us to work across multiple organisations. We are a team of employees and freelancers. We share information related to our clients within our team on a need-to-know basis. We train our team never to share confidential information and to speak positively about our clients, their employees, and their company. We consider confidential information or materials to be anything that is not public knowledge. We keep the information confidential until our relationship ends and indefinitely. We have never had and never will share email addresses between clients or organisations. One of the benefits of working with us is that you get the experience of a team that has worked in various businesses. Over time, we have a unique bag of tricks of ideas and processes. If we ever work on something that you feel is proprietary and should be kept confidential, let us know, and we will honour your request within reason.

9. Liability

The Company will use its best endeavours in making arrangements with venue owners, agents, suppliers and others for the running of Programs booked but notifies the Client that all arrangements for Programs are made by the Company as agent for the relevant entity upon the condition that the Company shall not itself be liable for any loss or damage suffered by the Client by reason of non-fulfilment of the provisions of this Contract, including, inter alia:

• any cancellation of Program, deviations or delays; or,

• any injury, damage, loss or accident to any persons or goods whatsoever and howsoever the same may be caused.

As is the case with all culture and coaching programs, these areas of business are not an exact science and will require the Client to take steps beyond the initial program findings to embed and reinforce the target culture. The Client understands that the Company has no control over these changes and that responsibility for those resides with the Client. The Company will perform the Consulting Services utilising best practice strategies and up to date techniques and will make recommendations to best achieve the client’s goals but cannot guarantee results. The delivery of the previously mentioned deliverables/outcomes above is contingent upon the delivery of resources, team support and on-time implementation by the Client.

10. Warranty and Indemnity

The Client warrants that all participants will act at all times in a responsible manner taking care for the safety of other persons and their property. The Client indemnifies the Company and will continue to indemnify the Company against all loss, damage and liability to any person arising from any breach of this warranty. Without prejudice, the Company is not liable for any cancellation, delays, deviations or changes in Program caused by War, threat of War, riot, civil commotion, industrial dispute, disaster, technical problems with transportation, bad weather, accident, illness or other matters beyond the Company’s control. The Client releases and discharges the Company, its employees and agents from all claims of any kind whatsoever, including damage, death or injury, arising from any cause whatsoever except due to an actual breach of duty or negligence by the Company or its employees or agents. The Client indemnifies the Company, its employees and agents from and against all claims, demands, actions, damages, costs, losses and expenses of any nature whatsoever incurred directly or indirectly by the Client or its guests.

11. General

GST: The Company and the Client will comply with the GST laws in every respect in relation to invoicing and payments under this Contract.

DISPUTES: Neither the Company nor the Client may resort to litigation to resolve a dispute under this Contract, except for urgent injunctions, unless the Company and the Client first make a bona fide attempt to resolve the dispute by negotiation, and, if negotiation fails, by mediation before a mutually acceptable mediator, or one appointed by the President of the Law Society of Western Australia. The Company and the Client will continue to perform this Contract pending the resolution of any dispute.

ENTIRE CONTRACT: These Terms and Conditions represent the whole of the Contract between the Company and the Client on the subject matters dealt with here, and that all other discussions, representations and understandings are excluded. The person who signs the Contract for the Client represents that he or she has authority to make this Contract on behalf of the Client. If it is found that the signatory lacks authority and that the Client is thereby not liable under this Contract, then the person who signs this contract shall be deemed to have entered into this Contract with the Company on his/her own behalf.

GOVERNING LAW & JURISDICTION: This Contract is governed by and construed in accordance with the laws of Western Australia, and the Client agrees to submit to the exclusive jurisdiction of the Courts in that State. The Client agrees to pay all fees incurred by the Company in recovering any sum due under or due to breach of this Contract on a full indemnity basis.

SEVERABILITY: If any provision or term of this Contract becomes or is declared by a court to be illegal, invalid or unenforceable for any reason, that provision or term will be deemed to be severed and the remainder of the Contract will remain in force and be binding on the Company and the Client.

VARIATION: This Contract may be varied only by a writing signed by both the Company and the Client.

CONTINUING OBLIGATIONS: All payment obligations, warranties and indemnities will survive the termination or expiry of this Contract.

WAIVERS: The failure, delay or omission by the Company and the Client to exercise any power or right conferred upon that party by this Contract will not operate as a waiver of such power or right, nor will any single exercise or failure to exercise any such power or right preclude any other future exercise of the same power, or the exercise of any different power or right under this Contract.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any rights or obligations under these Terms without Team Buffalo’s prior written consent. Team Buffalo may, without restriction, assign any of our rights and obligations under these Terms, at its sole discretion, with 30 days’ prior notice. Your right to terminate these Terms at any time pursuant to Section 16 remains unaffected.

You hereby agree that if these Terms are not specifically adhered to, we may suffer irreparable damaged, and therefore you agree that we will be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect to these Terms, in addition to any other available remedies.

These Terms are a legally binding agreement between you and Team Buffalo Pty Ltd (Buffalo Solutions Pty Ltd). If you have any questions about these terms, please email us at admin@teambuffalo.co.