Service Terms & Conditions

These Confidentially Speaking Standard Terms of Service (Service Terms) govern the provision of services by Speaking Enterprises Pty Ltd ACN 645 078 306 t/a Confidentially Speaking (Confidentially Speaking/us/we) to you.

These Service Terms consist of:

(A) The General Terms of Use;
(B) The Definitions; and
(C) Any other document incorporated by reference.

PLEASE READ THESE SERVICE TERMS CAREFULLY BEFORE PURCHASING A CONFIDENTIALLY SPEAKING SERVICE ON THIS WEBSITE. BY CLICKING ‘I AGREE’ OR USING THE SERVICES YOU AGREE TO THESE SERVICE TERMS AND A BINDING AGREEMENT IS FORMED BETWEEN YOU AND CONFIDENTIALLY SPEAKING. YOU MAY NOT USE THE SERVICE UNLESS YOU HAVE AGREED TO THESE SERVICE TERMS.

These Service Terms apply to all Users.
These provisions explain:

Your rights and obligations when using the CS Services
Requirements for any Content you provide in connection with the CS Services and how we handle your Content and Personal Information;
Disclaimers about your use of the CS Services, including that we do not provide you with any legal advice and that the CS Services are provided on an ‘as-is’ basis;
What you will be liable for and what we will be liable for;
Other general obligations, such as when we can change these Terms.

A. General Service Terms of Use

1. Application of These Service Terms

These Service Terms apply to every User in relation to the use of the CS Services.

2. Provision of the Hub and Services

2.1 Platform and Services

Subject to these Service Terms, we agree to make the Hub and Services available to you.

2.2 Hub Functionality

The Hub provides you with the ability to access and fill in the CS Preparation Framework, upload and store Your Content for not more than 4 months. To access the Hub you must have signed up and paid for a CS Negotiation Preparation Service. Not all Hub functionalities will be available to all Users. and the functionality provided will depend on the CS Service you sign up for.

3. Use of the Services

3.1 User Requirements

We cannot guarantee that the Hub and any Software will work under all conditions or on all devices, including on tablets and mobile devices.

You are responsible for ensuring that you have all equipment, software and services (such as internet services) necessary to access the CS Services. We are not responsible for any failure of the Hub due to issues with equipment, software or service used by you and other Users to access the CS Services or the inability of you to access any necessary equipment, software or services (including internet services.)

3.2 Prohibited Uses

You agree that you will not, and will not permit any other person to, use the CS Services:

(a) To modify, adapt, translate, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of any portion of the CS Services;

(b) To develop a competitive product or service, or copy any features, functions, interfaces or graphics of the CS Services;

is subject to legal privilege. You acknowledge that any such disclosure may constitute an express and irrevocable waiver of such privilege;
infringes violates or misappropriates the rights of any third party, including any Intellectual Property Rights or duty of confidentiality;
is offensive, defamatory, obscene, unlawful, vulgar, threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another’s privacy; or
could harm, disable, destroy or interfere with the CS Services, including any material that contains viruses, worms, spyware, adware, or other potentially damaging programmes or files; or

(d) In a manner that:

is false, fraudulent, misleading and deceptive, including impersonating any other person, or falsely stating or otherwise misrepresenting your affiliation with any person or entity;
interferes with the standard operation of the CS Services or the use of the CS Services by other Users; or
Violates or would cause us to violate any Applicable Law (including any laws or regulations applicable to privacy, surveillance, anti-spam, and export controls.

You agree that you will not use any robot, spider, scraper, other automated or manual means to access the Hub or the CS Services or copy any of the CS Content.

4. Your Account

You will be required to create an account when you buy a CS Service. You must ensure that all information provided by you to us to create your account is complete, accurate, up-to-date and meets any other requirements notified to you by us from time to time. You must keep your account information current.

You are responsible for all activities that occur on your account, including any unauthorised use or misuse of your account. You must keep your account login credentials (including your username and password) confidential and not provide them to any other person. You must notify us immediately if you believe there has been any unauthorised use of your account.

5. User Content

5.1 Responsibility for User Content

You are solely responsible for Your Content, including the decision to upload Your Content or to authorise any person to access Your Content. You represent and warrant that:

(a) You have the necessary rights to upload Your Content on our website and the Hub and to provide Your Content to us, our respective employees and contractors for the purposes of these Service Terms and the Services provided under these Service Terms; and

(b) Your Content does not, and use of Your Content by us, our respective employees, contractors and agents for the purposes of these Service Terms and the CS Services provided under these Service Terms will not infringe the rights of any third party (including any Intellectual Property Rights or duty of confidentiality.)

You acknowledge and agree that we are not responsible for Your Content or any other User Content.

5.2 Protection of Content

We implement reasonable security measures to help protect Your Content from security breaches, including unauthorised access to or disclosure of Your Content (Security Breach) and to otherwise keep Your Content confidential. We will use reasonable commercial endeavours to:

(a) Prevent Security Breaches; and

(b) Notify you if we becomes aware of any Security Breach.

You acknowledge that:

(a) Due to the nature of internet-based services, we cannot guarantee that Your Content will be totally secure or that the CS Services will be free from viruses, malware or other harmful code;

(b) You upload Your Content to the Hub at your own risk and must take your own precautions to protect Your Content and your computer systems; and

(c) We are not responsible for any use of Your Content by any person who you have permitted to access Your Content, including their failure to keep Your Content confidential.

5.3 Deletion of Content

We may remove or delete Your Content from the Hub without notice:

(a) Following completion of 4 months from the date that you signed up to your CS Service; and/or

(b) If any of Your Content breaches any requirement under these Service Terms (including the prohibited uses set out under clause 3.2.)

You acknowledge and agree that we have no obligation to retain, or return to you or any other person, any of Your Content after the conclusion or termination of any CS Service.

We may retain Your Content where required by law or where we reasonably believes that we are required to provide the CS Service to you.

You agree to pay an administration charge if you ask us to retrieve information that you posted on the Hub which has been deleted under this clause 5.3 calculated at our cost of retrieving this information.

6. Intellectual Property

6.1 Ownership of the Services and Trademarks

You acknowledge and agree that:

(a) The content and compilation of the CS Services (including the Hub’s text, graphics, logos, button icons, video images, audio clips, website, platform, code, scripts, design elements and interactive features);

(b) CS Content and Materials; and

(c) All trademarks, service marks, trade names and business names (in each case, including any attached rights in goodwill);

are owned by, registered by or licensed to us.

6.2 Licence to use the Hub

You acknowledge and agree that the only rights granted to you in relation to the CS Services are those expressly specified in these Service Terms. All other rights are expressly reserved by us.

7. Confidential Information

Our Confidential Information

You may not use or disclose any of our Confidential Information, except to the extent necessary for you to exercise your rights and perform your obligations under these Service Terms. You must ensure that:

(a) Our Confidential Information is only shared with other people on a need-to-know basis; and

(b) Any person who receives our Confidential Information keeps the information confidential and only uses it to the extent necessary for you to exercise your rights and perform your obligations under these Service Terms.

Your Confidential Information

You agree that we will not disclose any of your Confidential Information acquired during the provision of the CS Services to any person who is not:

(d) A third party engaged by us for the purposes of delivering or administering administrative and/or IT services in support of the CS Services;

(e) Our insurers, auditors or other advisers if required by them to do so; and/or

(f) A person to whom you ask us to disclose such information.

In addition to our general confidentiality obligations we will not disclose to you or provide advice based on any confidential information or knowledge which we obtain as a result of acting for any other client, unless we have received an express waiver in relation to that information.

8. Privacy

We will handle your personal information in accordance with our Privacy Policy. Our Privacy Policy can be viewed here Privacy Policy.

To the extent you provide us with any third-party Personal Information you must ensure that you have a lawful basis to provide us with that information, including so that we can use, store, transfer, delete disclose and otherwise process Personal Information in accordance with these Service Terms and our Privacy Policy. It is your responsibility to obtain all necessary consents in relation to the any disclosure of Personal Information to us.

9. Electronic Communication

By purchasing a CS Service online, you consent to receiving emails from us to complete the purchasing process, for example to confirm that you have purchased a CS Service from us.

You consent to receiving communications from us electronically. We will communicate with you by email or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that these communications be in writing.

10. Purchasing a Service

When you purchase a CS Service from us you consent to receive invoices electronically. Electronic invoices will be made available by Stripe or us depending on the type of Payment Method you use and the type of CS Service which you purchase from us.

11. Pricing

All prices for CS Services listed on our website and quoted to you are exclusive of GST.

12. Availability

12.1 Depending on the CS Negotiation Preparation Service that you purchase from us, we may allocate a Negotiation Specialist to assist you with your negotiation preparation. You agree that:

(a) We have the sole discretion to determine which Negotiation Specialist will be allocated to you;

(b) Attendance by a Negotiation Specialist at a negotiation under Plan B and Plan C of our End-to-End Service will depend on their availability to attend the negotiation on the date and time allocated for the negotiation; and

(c) CS Services are intended to be provided on a digital platform organised by us. If you request that a Negotiation Specialist attend a meeting and/or a negotiation at a specific location to be organised by you, we reserve the right to adjust our fees to take into account the time and expense for the Negotiation Specialist to attend that location.

12.2 You agree that our Negotiation Specialists and any of our other employees, contractors and /or agents will only be available to assist you during Business Hours.

13. Disclaimer

13.1 Content on our website, the Hub and the CS Services provided by us is not intended as a substitute for legal, financial or any other expert advice relating to the subject matter of your negotiation. We provide general information and guidance about negotiation techniques. You are solely responsible for determining whether any advice or information provided to you by us or by our Negotiation Specialists are suitable for your individual needs or business needs.

13.2 Unless otherwise stated in writing, we disclaim, and do not make, any representation or warranty of any kind in respect of any CS Service we offer on our website or in person. We will not be responsible for:

(a) Any loss arising from the unavailability of a CS Service or a Negotiation Specialist;

(b) Any losses that were not caused by a breach of these Service Terms by us;

(c) Any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure that you may suffer;

(d) Any indirect or consequential losses that you may suffer; or

(e) Any delay or failure to comply with our obligations under these Service Terms if the delay or failure arises from any cause which is beyond our reasonable control.

13.3 You acknowledge and agree that:

(a) To the extent permitted by law, including any applicable Consumer Law, we disclaim all representations and warranties, express, implied or statutory, not expressly set out in these Service Terms, including any implied warranties of fitness for a particular purpose.

(b) To the extent permitted by law, including any applicable Consumer Law, we do not warrant that the availability of the CS Services or that your use of the Hub will be uninterrupted or error-free. The CS Services are provided to you on an ‘as is’ and ‘as available’ basis;

(c) We are not a law practice and you have not received, and will not receive, any legal advice from us in connection with the CS Services, including from any of our contractors or employees.

(d) If you access the CS Services outside of Australia, you are responsible for compliance with the laws of the jurisdiction from which you access the CS Services, to the extent that they apply to the CS Services. We do not make any representations that the CS Services or any Content complies with the laws of jurisdictions outside of Australia;

(e) Your use of the CS Services is at your own risk;

(f) From time to time, access to or use of all or part of the CS Services may be disrupted or limited, including by the quality of Internet connections, telecommunications network issues, equipment used, compatibility and interoperability of data and applications, software and server issues, human error or interference, and the number of Users of the CS Services using the same communications networks (Outage). To the extent permitted by law (including any applicable Consumer Law), we are not responsible for any delays, interruptions, delivery failures, degradation of data or any other loss or damage resulting from any matter outside of our control, including any Outage.

For the avoidance of doubt, nothing in these Service Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law (including Consumer Law) that cannot be limited or excluded.

Unless otherwise stated in writing our liability to you for any loss arising from or relating to the provision of services by us on this website or in person is limited to a refund of the relevant amount paid by you for the CS Service.

14. Liability and Indemnity

14.1 Subject to clause 14.2 and unless otherwise stated in writing our liability to you for any loss arising from or relating to the provision of CS Services by us on this website or in person is limited to a refund of the relevant amount paid by you for the CS Service.

14.2 To the maximum extent permitted by law our liability will be limited to, at our discretion:

(a) The resupply of the CS Service to you; or

(b) The cost of resupplying the CS Service to you.

14.3 Neither party will be liable to the other party for loss of profit or savings, loss of goodwill or damage to reputation, loss of data or loss that is indirect, incidental, special, consequential or exemplary.

14.4 Notwithstanding the provisions set out in clauses 14.1, 14.2 and 14.3:

(a) Neither party’s liability under these Service Terms is limited in relation to an infringement of Intellectual Property Rights, fraud or any unlawful act or omission, or other liabilities that cannot be limited by law; and

(b) Your liability under these Service Terms is not limited in relation to the non-payment of fees, a breach of the prohibitions under clause 3.2 or a breach of any obligation in respect of privacy.

14.5 Notwithstanding clause 14.1, to the maximum extent permitted by law, we will will not be liable to you or any guest you allow to access the Hub including Your Content on the Hub for:

(a) Any act or omission of the User;

(b) Any Outage, failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to the Hub.;

(c) The accuracy, suitability or currency of any information accessed or received by you in connection with our Services, including Content, third party materials and advertisements on our website;

(d) Your use of, or reliance on, the CS Services and any Content.

14.6 You agree to indemnify us against all actions, suits, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) (Loss) incurred, suffered or arising out of or in connection with:

(a) Your breach of clauses 3.2, 7 and 8 of these Service Terms;

(b) Your Content; or

(c) Your use of the Hub or our website in breach of these Service Terms and the Confidentially Speaking Website Terms and Conditions of Use

14.7 Any party’s liability under this clause 14 will be reduced to the extent that the other party directly caused or contributed to any Loss.

14.8 Nothing in these Service Terms limits or excludes any liability imposed by law (including any Consumer Law) that cannot be limited to excluded.

15. Termination and Suspension

15.1 We may at any time restrict, suspend or terminate the provision of the CS Services to you and your access to the Hub in whole or in part if:

(a) You have breached a provision of these Service Terms or we reasonably believes that you will, or you intend to breach any provisions of these Service Terms;

(b) We are required to do so by law.

(c) We reasonably believe it is necessary to maintain the security of the CS Services any Content, including where we reasonably believe that there has been an unauthorised use of your Hub or account; or

(d) Your conduct impacts our name or reputation or violates our rights or the rights of any other person.

Except to the extent necessary to comply with any law or protect the security of CS Services, website and any Content, we will provide you with written notice before we restrict, suspend or terminate your account or your access to the CS Services. Nothing in this clause 15.1 limits any other rights or remedies available to us.

15.2 If your CS Services and/or access to the Hub are terminated you must immediately cease use of the CS Services.

15.3 Clauses that by their nature survive termination or expiration of these Service Terms including but not limited to clauses 5,6,7, 8, 14, 15 and 16 will survive expiration or termination of these Service Terms.

16. Governing Law and Disputes

16.1 The laws of Victoria, Australia govern these Service Terms and any dispute of any sort that might arise between you and us.

16.2 Any dispute relating in any way to these Service Terms, subject to the dispute resolution provisions contained in clause 16.3 below, will only be adjudicated in the courts of Victoria, Australia. Each party consents to the exclusive jurisdiction and venue of these courts.

16.3 To the extent permitted by law, including the Consumer Law, the procedure set out in this sub-clause 16.3 must be following in relation to the resolution of a dispute concerning the interpretation of these Service Terms or the parties’ rights or obligations under these Service Terms (Dispute):

(a) Upon any Dispute arising, a party may give written notice to the other party that a dispute exists (Dispute Notice).

(b) The Dispute Notice will provide the recipient with the full particulars of the matters in Dispute.

Within 5 Business Days of receipt of a Dispute Notice, the parties will hold discussions in good faith in an attempt to resolve the Dispute (Good Faith Discussions);
If the Dispute is not resolved within 20 Business Days of the commencement of the Good Faith Discussions or if the Good Faith Discussions have not taken place within the 5 Business Day period, the parties will refer the matter to mediation (Mediation Referral);
Within 5 Business Days of the Mediation Referral, the parties to the Dispute will attempt to agree on the appointment of a mediator for the mediation process. If the parties are unable to reach agreement on the mediator to be appointed, a mediator is to be appointed by the President for the time being of the Resolution Institute, Australia.
The parties to the Dispute will use their best endeavours to ensure the mediation takes place within 30 days of the mediator being appointed.
Any mediation that takes place under this clause is to take place in Melbourne, Australia.
Each party must pay its own legal costs in connection with any mediation.
(d) Except for the purpose of obtaining urgent interlocutory or declaratory relief from a court of competent jurisdiction, no party will commence any proceedings in any court, tribunal or otherwise without first providing a Dispute Notice to the other party and complying with the dispute resolution process set out in this clause 16.

17. General

17.1 Amendments

We reserve the right to make changes to our website, these Service Terms, our policies and our services at any time by posting the changes on our website. You will be subject to the new Service Terms and policies available on the site at the time that you purchase a service from us.

17.2 Severability

If any of these Service Terms are deemed invalid, void, or for any reason unenforceable, that term will be deemed severable and will not affect the validity and enforceability of any remaining condition.

17.3 Waiver

If you breach these Service Terms and we take no action to enforce rectification of that breach, we will still be entitled to use our rights and remedies set out in these Service Terms in any other situation where you breach these Service Terms.

17.4 Notices

We may send notices to your email address that you have provided in your account. You may send notices to us at info@confidentiallyspeaking.com.au

17.5 Assignment and Subcontracting

We may subcontract our obligations under these Service Terms, in whole or in part, without your consent.

We may assign or novate our rights under these Service Terms at any time without your consent, including in connection with a sale of its business or assets, merger or consolidation. You may not assign or novate any of your rights under these Service Terms without our written consent, which consent may be withheld at our absolute discretion.

17.6 Force Majeure

We are not liable for any delay in performing, or failure to perform, our obligations under these Service Terms to the extent such delay of failure is caused by any event that is beyond our reasonable control, including floods, earthquakes, storms, tornadoes, tsunamis, landslides, fires, explosions, acts of government, pandemics, epidemic, quarantine, war, acts of terrorism, riots, insurrections, industrial actions or disputes, Outages and other similar events.

17.7 Entering into these Service Terms on behalf of a Company

If you agree to these Service Terms on behalf of a company, you represent and warrant that:

(a) You have the power and the authority to enter into these Service Terms on behalf of that company and bind the company to these Service Terms; and

(b) The company validly exists and is in good standing under the laws of the jurisdiction where it is incorporated.

17.8 Entire Agreement

To the maximum extent permitted by law, these Service Terms contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Service Terms and has no further effect.

To the extent that there is any inconsistency between these Service Terms and any other document provided by us, these Service Terms will take precedence.

18. Adults to Use Site

Only people over the age of 18 may use this website to purchase services from us. When you purchase a service from us you are representing that you are over the age of 18.

B. Definitions

In addition to any terms defined in text, the following definitions apply to these Service Terms:

Applicable Law means any applicable law or regulation in force from time to time.

Business Day means any day other than a Saturday, Sunday or public holiday in Melbourne, Australia on which banks are open for business in Melbourne, Australia.

Business Hours means between 9 am and 5 pm (Melbourne time) on a Business Day.

Confidential Information of a party means information of a confidential nature relating to that party, these Service Terms, any information contained on the Hub, the terms of any mediated settlement made under these Service Terms, commercial knowledge which is disclosed, communicated or delivered by one party to the other party under these Service Terms or comes to the knowledge or into the possession of the other party in connection with these Service Terms but does not included information which:

(a) Is or becomes part of the public domain (other than through any breach of either these Service Terms by the other party or of an obligation of confidence to a third party);

(b) Is rightfully received by the other party from a third person, except where that party knew or should have reasonably known that the information was obtained in breach of an obligation of confidentiality or where the third person was under a duty of confidentiality to the first party in respect of the relevant information.

Consumer Law means a law that provides rights, protections, guarantees or warranties to consumers that cannot be excluded through contract. For example, Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Content means documents, communications or other information or materials.

CS Content means Confidentially Speaking documents, communications or other information or materials that is accessible to you through the Confidentially Speaking website, the Hub or that is otherwise provided to you by Confidentially Speaking but excludes Your Content and User Content.

CS Negotiation Preparation Service/s means a Confidentially Speaking negotiation preparation service offering including but not limited to the following Confidentially Speaking Services: DIY Negotiator, Simple Support Plan or End-to-End Solution.

CS Preparation Framework means the Confidentially Speaking negotiation framework which you access when you purchase a Confidentially Speaking Negotiation Preparation Service.

CS Service means any Confidentially Speaking service which you purchase from Confidentially Speaking through its website but does not include Confidentially Speaking Mediation Services which are subject to a separate agreement.

Hub means the Confidentially Speaking Hub to which you gain access when you purchase a Confidentially Speaking Negotiation Preparation Service

Intellectual Property Rights means:

(a) All intellectual property rights conferred under statute, common law, equity, and/or in any other way, including but not limited to patents, copyright (including future copyright) rights in designs, trade and service marks (including goodwill in those marks), domain names and trade names, logos and get up, inventions, patents, designs, copyright, circuit layouts and any right to have Confidential Information kept confidential, know-how and trade secrets and all rights and interest in them or licenses to use them; and

(b) All rights of a similar nature to those set out in paragraph a. above that may subsist anywhere in the world including Australia; and

Materials means any materials (whether in electronic or hard copy format, and if the context permits, in verbal format) associated with the CS Services which have been developed, are to be developed and or provided by Confidentially Speaking under these Service Terms, whether or not such Materials are protected or capable of protection by Intellectual Property Rights.

Negotiation Specialist means a Confidentially Speaking negotiation specialist who provides negotiation preparation assistance under certain Confidentially Speaking Negotiation Preparation Services.

Payment Method means a current, valid, accepted method of payment, such as a debit or credit card, as may be updated from time to time. Payment Method also includes Confidentially Speaking issuing you a valid tax invoice in respect of applicable fees incurred by you, which must be paid within the timeframe set out in the invoice and if no timeframe is provided then within 14 days of the date specified in the invoice.

Personal Information means any personal information or personal data which is held, used or processed by Confidentially Speaking in connection with these Service Terms.

Software means any software used on the Confidentially Speaking website.

User means any person who accesses or uses the Services, including, but not limited, to you and any of your employees or contractors that you authorise to access or use the Services.

User Content means any Content that is uploaded by a User or that is otherwise provided to us by a User.

Your Content means any Content uploaded by you to the Hub or otherwise provided by you to Confidentially Speaking in connection with these Services and includes:

(a) Personal information exchanged by means of use of the CS Services, such as text, message bodies, voice, images, email bodies, email recipients, video media and sound; and

(b) Data stored by you on the Hub including documents, electronic signatures, photos any other electronic media