Terms & conditions

Section 1: General Terms

1. Agreement: By engaging Vitr, you agree to the terms and conditions outlined in this document. These Terms and Conditions, together with any accompanying proposal (the "Proposal"), constitute the entire agreement between the parties and supersede any prior representations, communications or agreements relating to the engagement.
2. Quotations: All quotations provided are valid for 30 days unless otherwise specified.
3. Scope and Variations: The scope of work, deliverables, fees and payment milestones are set out in the Proposal. Work requested by the Client that falls outside the agreed scope, including additional deliverables, expanded participant numbers, additional sites, or changes to methodology, will be treated as a variation. Variations require written agreement on revised scope, fees and timelines before any additional work commences.
4. Material Changes: Material changes to the engagement context, including changes to Client priorities, organisational structure, sponsorship, or key personnel, may trigger renegotiation of scope, fees or timeframes.
5. Confidentiality: Both parties agree to keep confidential all information shared during the engagement that is identified as confidential, or that by its nature would reasonably be understood as confidential. Confidential information will not be disclosed to any third party without the prior written consent of the disclosing party, except where disclosure is required by law. This obligation survives termination of the engagement.
6. Intellectual Property: Vitr retains ownership of all pre-existing intellectual property, including its methodologies, frameworks, diagnostic tools, templates, and proprietary content ("Vitr IP"). The Client is granted a non-exclusive, royalty-free, perpetual licence to use Vitr IP for its internal business purposes, in connection with the deliverables produced under the engagement. Deliverables created specifically for the Client and paid for in full ("Client Deliverables") are owned by the Client on receipt of full payment. Vitr retains the right to use anonymised insights, learnings, and methodological improvements arising from the engagement for internal capability development and benchmarking.
7. Limitation of Liability: To the maximum extent permitted by law, Vitr's total aggregate liability arising from or in connection with an engagement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total fees paid by the Client to Vitr in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable to the other for indirect, consequential or special loss, including loss of profit, loss of opportunity, loss of data, or loss of reputation. Nothing in this clause limits or excludes any liability that cannot be lawfully limited or excluded, including liability under the Australian Consumer Law where applicable.
8. Termination: Unless otherwise specified in the Proposal, either party may terminate an engagement by providing thirty (30) days written notice to the other party. On termination, the Client remains responsible for payment of all fees for work completed up to the date of termination, plus any reasonable costs incurred or irrevocably committed for the notice period. Vitr will deliver work in progress to the Client in its current state, subject to receipt of all outstanding fees. Either party may terminate immediately for material breach that has not been remedied within fourteen (14) days of written notice of the breach.
9. Governing Law: This agreement is governed by the laws of Victoria, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

Section 2: Engagement Delivery and Client Engagement

1. Minimum Timeframes: Specific deliverables require minimum lead times and active engagement from nominated participants. Without limitation, the following minimums apply:
   1. 360 degree feedback reports: a minimum of four (4) weeks from commencement, including active engagement from all nominated subjects and respondents within agreed response windows.
   2. Workshops and facilitated sessions: a minimum of two (2) weeks lead time from confirmation of date, venue and participant list.
   3. Cultural diagnostics and surveys: a minimum of two (2) weeks for design, review and pilot prior to launch.
2. Client Responsiveness: Where the Client or its participants do not engage within agreed timeframes, Vitr reserves the right to extend delivery dates, adjust fees, or vary scope on written notice. Delays caused by the Client, its participants, or third parties under the Client's control may result in revised timelines, rescheduling fees, and additional project management costs.
3. Joint Accountabilities: Successful delivery depends on shared accountability. The Client agrees to:
   1. Nominate an authorised primary contact with decision-making authority for the engagement.
   2. Respond to Vitr requests for information, approvals, decisions or feedback within five (5) business days, unless otherwise agreed in writing.
   3. Provide complete and current contact details for all participants, stakeholders and third parties required for delivery.
   4. Ensure participants are informed of the engagement, allocated time to participate, and supported by their leaders to engage actively.
   5. Provide reasonable access to relevant documentation, systems, premises and venues.
   6. Communicate any internal changes, sensitivities or risks that may affect delivery.
4. Vitr agrees to deliver the agreed scope to a professional standard consistent with industry practice, maintain regular communication and progress updates, raise emerging risks or delivery issues promptly, and treat all Client information in accordance with clause 1.5.
5. Venues and Workshop Costs: Unless otherwise specified in the Proposal, for any workshop, facilitated session, offsite or in-person engagement, the Client is responsible for all costs associated with venue hire, catering, audio visual equipment, accessibility requirements, and participant travel where applicable. At the Client's request, Vitr may book venues, catering or related services on the Client's behalf; these costs will be invoiced separately with no markup and are payable on the same terms as Vitr's fees. The Client remains responsible for all booking commitments made on its behalf, including cancellation, rescheduling, or minimum spend fees imposed by venues or suppliers.
6. Travel Expenses: Unless otherwise specified in the Proposal, reasonable travel, accommodation and related expenses incurred by Vitr in delivering the engagement are reimbursable by the Client at cost. Vitr endeavours to be practical and low cost in its travel arrangements.

Section 3: Payment Terms

1. Deposit: A non-refundable deposit of twenty-five percent (25%) of the total engagement fee is payable on acceptance of the Proposal and prior to commencement of any work.
2. Payment Schedule: The balance of fees is payable in accordance with an agreed payment schedule, negotiated at time of agreement. All scheduled payments must be received in full by Vitr prior to commencement or delivery of the corresponding work package, milestone or deliverable. Vitr reserves the right to pause, defer or decline to commence or deliver work where payment has not been received in accordance with the agreed schedule.
3. Invoices: Invoices are payable within fifteen (15) days of the invoice date.
4. Late Payment: Interest accrues daily on overdue amounts at 8 per cent per annum, or the penalty interest rate fixed under the Penalty Interest Rates Act 1983 (Vic), whichever is higher. The Client is responsible for all reasonable costs incurred by Vitr in recovering overdue amounts, including legal, collection and administration costs.
5. GST: All fees are exclusive of GST unless otherwise stated.

Section 4: Coaching and Mentoring Services

1. Services Provided: Vitr Pathways ("Provider") offers coaching and mentoring services designed to support personal and professional development. These services may include one-on-one coaching sessions, mentoring relationships, and developmental workshops, tailored to the specific needs and goals of the Client.
2. Nature of Coaching and Mentoring: Coaching is a collaborative process aimed at equipping individuals with the skills, knowledge, and tools necessary to achieve specific goals and improve performance. Mentoring involves a longer-term relationship focused on broader career growth and personal development, where the Mentor shares experiences, insights, and guidance to facilitate the Client's progress.
3. Roles and Responsibilities:
   1. Client Responsibilities: The Client is expected to actively participate in the coaching or mentoring process, including attending all scheduled sessions on time, completing interim activities, and engaging fully with the process.
   2. Provider Responsibilities: The Provider will facilitate the Client's development by providing relevant tools, honest feedback, and a supportive yet challenging environment to promote growth.
   3. Sponsor Responsibilities: If applicable, the Sponsor is responsible for providing ongoing support and ensuring the Client is able to fully engage with the coaching or mentoring process.
4. Service Agreement: Before commencing coaching or mentoring services, a formal service agreement will be established between the Provider, Client, and, if applicable, the Sponsor, outlining goals, number of sessions, and expected outcomes.
5. Cancellation Policy: Clients are required to provide at least 48 hours' notice to cancel or reschedule a session. Failure to do so may result in the session being charged at the full rate.
6. Termination of Services: Either party may terminate the coaching or mentoring relationship at any time, subject to the provisions of the service agreement. The Client has the right to discontinue services if the process is not meeting their needs, with no penalties.
7. Ethical Standards: The Provider adheres to the Vitr Code of Ethics, ensuring all coaching and mentoring services are delivered with integrity, respect, and professionalism.

Section 5: Surveys, 360 Degree Feedback and Diagnostics

1. Anonymity and Confidentiality: Where Vitr conducts surveys, 360 degree feedback, interviews or similar diagnostic activities, individual responses will be treated as confidential and reported only in aggregated and de-identified form.
2. Non-Disclosure of Attributable Data: Vitr will not disclose individual responses or attributable data to the Client, its leadership, or any third party, except where:
   1. The participant has provided express written consent.
   2. Disclosure is required by law.
   3. Information indicates a serious and imminent risk to a person's safety, in which case Vitr will follow appropriate escalation protocols.
3. Client Acknowledgement: The Client acknowledges that protecting participant anonymity is fundamental to data integrity and the credibility of the engagement, and agrees not to seek, infer, or pressure Vitr to disclose attributable data.
4. Participant Engagement: Diagnostic timelines depend on timely participation from nominated subjects and respondents. Where response windows are missed, clause 2.2 applies.

Section 6: Change Management and Advisory Services

1. Nature of Services: Vitr provides change management, strategy and advisory services in the form of analysis, recommendations, facilitation, frameworks and coaching. Vitr will deliver these services with due care, skill and diligence, consistent with professional industry practice.
2. Client Decisions and Outcomes: All decisions regarding whether and how to act on Vitr's advice, recommendations or deliverables rest solely with the Client. Organisational outcomes depend on factors within the Client's control and environment, including leadership commitment, resourcing, workforce engagement, and the accuracy and completeness of information provided to Vitr. Accordingly, Vitr does not warrant or guarantee any particular business, cultural, workforce or commercial outcome, and accepts no responsibility for the results of decisions made or actions taken by the Client, whether or not informed by Vitr's advice.
3. Information Relied Upon: Vitr's advice and deliverables are prepared in reliance on information provided by the Client and third parties. Vitr is not responsible for errors, omissions or outcomes arising from inaccurate, incomplete or withheld information.

Section 7: Third-Party Systems and Projects

Where Vitr is engaged in an advisory, change management or project support capacity alongside a software implementation, systems change or web project delivered by the Client or a third party, Vitr's role is limited to the services expressly set out in the Proposal. Vitr accepts no responsibility or liability for the selection, implementation, configuration, performance, security, data integrity or outcomes of any software, system or website delivered by the Client or any third party.

Section 8: Dispute Resolution

1. Negotiation: In the event of a dispute, both parties agree to first attempt to resolve the issue through good faith negotiations.
2. Mediation: If the dispute cannot be resolved through negotiation, either party may request mediation by a neutral third party.
3. Arbitration: If mediation fails, the dispute will be referred to arbitration in accordance with the laws of Western Australia. The decision of the arbitrator will be final and binding on both parties.

Section 9: General Provisions

1. Force Majeure: Vitr will not be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, natural disasters, or pandemics.
2. Privacy Compliance: Vitr will comply with all applicable data protection and privacy laws, including the Australian Privacy Principles (APPs).
3. Client Data: The Client is responsible for obtaining all necessary consents and authorisations to provide data to Vitr for processing.
4. Right to Subcontract: Vitr may subcontract any part of the services, provided that Vitr remains responsible for the performance of its subcontractors.
5. Non-Solicitation: The Client agrees not to solicit or hire Vitr's employees or contractors during the term of the agreement and for two years following the agreement.
6. Client Indemnity: The Client agrees to indemnify and hold Vitr harmless from any claims, damages, or liabilities arising from the Client's use of the services, except to the extent caused by Vitr's gross negligence or wilful misconduct.
7. Severability: If any provision of these Terms and Conditions is held to be unenforceable, the remaining provisions continue in full force and effect.
8. Assignment: Neither party may assign its rights or obligations under this agreement without the prior written consent of the other party, which is not to be unreasonably withheld.
9. Amendments: Any amendments to this agreement must be made in writing and signed by both parties.