Terms & Conditions — Feedback Management Services

Welcome! These Terms apply to all our feedback management services, including RED Track Feedback and the LIFTER Program. These are standard across all our clients and service users. Because our services are all about transparency, we make our Terms fully visible and accessible to everyone. A practical limitation of this approach is that we don't negotiate individual contracts. What you see here is what applies. By using these services, you agree to these Terms.

BACKGROUND

A. You are of the opinion that Swick Learning Pty Ltd (Swick Learning / we / us / our) has the necessary qualifications, experience, and abilities to provide the Services described below.

B. We are agreeable to providing such Services to you on the terms and conditions set out in these Terms and Conditions.

C. By using the Services or otherwise acting to engage with us, you acknowledge and agree to these Terms and Conditions.

SERVICES PROVIDED

1. You agree to engage Swick Learning to provide the following Services:

a. Collect, process, and report feedback on your learning programs in accordance with the service level selected by you and as described in your quotation, scoping documentation, and other relevant supporting materials (the “Services”).

2. The Services will also include any other tasks which we may agree on. We agree to provide such services.

3. By engaging with the Services, including accepting a quotation for the Services, using our portal, or otherwise interacting with the Services, you acknowledge and agree to these Terms and Conditions. You are deemed to have accepted these Terms and Conditions by your actions in proceeding to use the Services.

DURATION OF SERVICES

4. These Terms and Conditions will take effect from the date you first use the Services and remain in full force and effect indefinitely until terminated as provided herein.

5. In the event that either party wishes to terminate the arrangement, that party will be required to provide 30 days’ written notice to the other party.

6. In the event that either Party breaches a material provision under these Terms and Conditions, the non-defaulting Party may terminate the arrangement immediately and require the defaulting Party to indemnify the non-defaulting Party against any reasonable damages.

7. The arrangement may be terminated at any time by mutual agreement of the Parties.

8. Except as otherwise provided herein, our obligations will end upon the termination of the arrangement.

PERFORMANCE

9. Both Parties agree to do everything necessary to ensure these Terms and Conditions take effect.

CURRENCY

10. All monetary amounts referred to are in AUD (Australian Dollars), unless otherwise stated.

PAYMENT

12. You will be charged as follows:

a. the Base Maintenance Fee, which represents a fixed fee payable periodically for the ongoing maintenance of the systems, processes, and services necessary for us to deliver the engagements under these Terms and Conditions.

b. Per-Engagement Fees for each engagement requested by you. The Per-Engagement Fee will be calculated by reference to the extent of customisation required from our standard templates, questionnaires, and reports.

13. The applicable amounts for the Base Maintenance Fee and Per-Engagement Fees will be as set out in the quotation accepted by you.

14. We will invoice you for the Fees electronically on a quarterly basis, and such invoices shall be payable by you within thirty (30) days of receipt, unless otherwise agreed in writing by the Parties

15. We may, at our sole discretion, revise the Base Maintenance Fee and/or the Per-Engagement Fee once per year. Any such adjustment will be communicated to you at least thirty (30) days prior to the commencement of the new annual period. You acknowledge and agree that continued use of the services after receipt of notice of any fee adjustment constitutes acceptance of the revised Fees.

16. All Fees are exclusive of any applicable goods and services tax (GST) or other taxes, duties, or levies imposed by law, which shall be payable by you in addition to the Fees.

REIMBURSEMENT OF EXPENSES

17. You agree that we may be reimbursed for reasonable and necessary expenses incurred in connection with providing Additional Work requested by you, where “Additional Work” means any work or services beyond the standard services described in these Terms and Conditions and agreed to by us. All such expenses must be incurred with reasonable care to ensure value and may be invoiced and recovered through the standard invoicing process.

CONFIDENTIALITY

18. Confidential Information (the "Confidential Information") refers to any data or information relating to the business of your organisation including, but not limited to, accounting records, business processes, and client records and that is not generally known in your industry and where the release of that Confidential Information could reasonably be expected to cause harm to your organisation.

19. We agree that we will not disclose, divulge, reveal, or report any Confidential Information which we have obtained, except as authorised by you or as required by law. The obligations of confidentiality will survive indefinitely.

20. All written and oral information and material disclosed or provided by you to us as part of the arrangement is considered Confidential Information regardless of timing or how it was provided to us.

OWNERSHIP OF INTELLECTUAL PROPERTY

21. All intellectual property and related material (the "Intellectual Property") that is developed or produced under the arrangement will be the property of Swick Learning. You are granted a non-exclusive limited use licence of this Intellectual Property.

22. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property rights remain exclusively with the us.

RETURN OF PROPERTY

23. Upon termination, we will return any property, documentation, records, or Confidential Information belonging to you.

CAPACITY / INDEPENDENT CONTRACTOR

24. In providing the Services under these Terms and Conditions, it is expressly agreed that Swick Learning is providing a professional service and is not your employee. Nothing in these Terms and Conditions creates a partnership, joint venture, or other form of legal association between you and Swick Learning.

RIGHT OF SUBSTITUTION

25. Except as otherwise explicitly agreed to in writing, we may, at our absolute discretion, engage a third-party sub-contractor to perform some or all of our obligations under these Terms and Conditions and you will not hire or engage any third parties to assist with the provision of the Services.

26. In the event we hire a sub-contractor:

a. If the sub-contractor is engaged to perform any of our standard services under these Terms and Conditions, we will pay the sub-contractor for its services and the Payment for those services will remain payable by you to us.

b. If the sub-contractor is engaged to perform any Additional Work outside the scope of our standard services and agreed with you, you will be responsible for reimbursing us for the cost of that sub-contractor, to be invoiced at cost.

c. for the purposes of the indemnification clause of these Terms and Conditions, the sub-contractor is an agent of Swick Learning.

AUTONOMY

27. Except as otherwise agreed by both Parties, we will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with these Terms and Conditions. We will work autonomously and not at the direction of you. However, we will be responsive to the reasonable needs and concerns of your organisation.

EQUIPMENT

28. We provide at our own expense any and all tools, equipment, software, supplies and other items necessary to deliver the Services.

NO EXCLUSIVITY

29. These Terms and Conditions are non-exclusive. Both Parties may engage with third parties for the provision of services similar to the Services.

NOTICES

30. All notices, requests, demands or other communications required or permitted by the arrangement will be given in writing and delivered by email to the addresses provided by each party, or to such other address as either Party may from time to time notify the other. Each party agrees that notices sent to these email addresses are effective upon receipt, provided the sender does not receive a delivery failure notification.

INDEMNIFICATION

31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors. shareholders, affiliates., officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permil1ed successors and assigns that occurs in connection with the arrangement. This indemnification will survive termination.

ADDITIONAL CLAUSES

32. You acknowledge and agree that we may collect, aggregate, and analyse feedback data generated through the Services (“Feedback Data”).

33. Any Feedback Data used will be de-identified to ensure no individual learner, purchaser, or client organisation is identifiable.

34. We may use de-identified Feedback Data for:

a. Generating market insights

b. Analysing general trends in training quality and learner experience

c. Creating blind benchmarking for all users of the Services. We will not disclose the identity of any organisation when producing benchmarking or insights.

35. You acknowledge that you benefit from benchmarking and insights derived from the Feedback Data of other participants.

MODIFICATION OF TERMS

36. Any amendment or modification of the arrangement or additional obligation assumed by either Party in connection with the arrangement will only be binding if evidenced and acknowledged in writing by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

37 Time is of the essence in this arrangement. No extension or variation of these Terms will operate as a waiver of this provision.

ASSIGNMENT

38. We will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under these Terms without your prior written consent.

ENTIRE AGREEMENT

39. These Terms and Conditions, together with any quotation or scope document we provide and that you accept, constitute the full arrangement between us with respect to the services described. No other representations, promises, or agreements, whether written or oral, form part of this arrangement unless expressly incorporated herein.

ENUREMENT

40. These Terms will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES / HEADINGS

41. Headings herein are for convenience only and do not affect interpretation.

GENDER

42. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

43. These Terms are governed by the laws of the State of Victoria.

SEVERABILITY

44. If any provision is invalid or unenforceable, the rest remain valid.

WAIVER

46. Waiver of a breach by either party does not constitute waiver of subsequent breaches.

FORCE MAJEURE

47. Neither Party is liable for delay or failure to perform caused by events outside their reasonable control (pandemics, natural disasters, government actions, etc.).Performance resumes when the event ends.

FURTHER ASSURANCES

48. Each party agrees to do all things reasonably necessary to give effect to the arrangements and the Terms herein.

AMENDMENT OF TERMS AND CONDITIONS

49. We may amend these Terms from time to time at its sole discretion. In doing so, we will:

a. provide you with notice of any amendment in accordance with the Notices clause;

b. give you at least thirty (30) days’ notice before the amendment takes effect, unless the amendment is required to comply with law or is administrative or typographical in nature;

c. specify the date the amendments will take effect in our notice; and

d. confirm that your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms;

e. advise that if you do not agree to the amended Terms, you must cease using the Services before the effective date of the amendment; and

f. ensure that no amendment operates retrospectively to reduce rights already accrued or to increase any Fees already invoiced.

Have Questions?

If anything in these Terms isn’t clear or you would like to discuss how they apply to your organisation, please reach out. We are always happy to help.