Terms and Conditions

1. Agreement Overview

1.1 These Terms apply to all coaching, consulting, training, membership, KickStart packages, software-as-a-service products and any other services Vivacity provides.

1.2 These Terms operate alongside the relevant invoice, statement of work, Project Outline or membership schedule. Where there is a conflict, the invoice or specific agreement prevails to the extent of the inconsistency, unless that document expressly defers to these Terms.

1.3 Vivacity may update these Terms from time to time. Updates take effect from the date of publication on vivacity.com.au and apply to all engagements entered into after that date.

2. Definitions

In these Terms, capitalised expressions have the meanings set out below.

• Client Materials means any document, data, information, training resource, assessment instrument, learner record, mapping document, session plan, organisational policy, system extract or other material provided by, or generated on behalf of, the Client, in any form.
• ComplyHub means the multi-tenant compliance management platform operated by ComplyHub Pty Ltd, a related entity of Vivacity, available at complyhub.ai and ndis.complyhub.ai.
• Confidential Information means any non-public information disclosed by one party to the other, in any form, whether or not marked confidential, that would reasonably be regarded as confidential. It includes Client Materials, Vivacity Materials, business plans, pricing, employee information, student records, and the existence and contents of any engagement.
• Intellectual Property means all current and future intellectual property rights, including copyright, trade marks, designs, patents, know-how, trade secrets, moral rights and similar rights anywhere in the world, whether registered or not.
• Personal Information has the meaning given in the Privacy Act 1988 (Cth).
• Vivacity Materials means the documents, tools, templates, frameworks, methodologies, training content, AI agents, prompts and software developed by or licensed to Vivacity, including the Standards for RTOs 2025 documentation suite, the 8 Critical Drivers framework, the supporting documents suite, the AI Employee prompts, and any derivative or updated versions.

3. Services Provided

3.1 Vivacity will provide the coaching, consulting, training, membership or software services described in the associated invoice, Project Outline, statement of work or membership schedule.

3.2 Where additional services are requested outside the scope of the agreed engagement, a separate quote or variation will be issued and must be accepted in writing before that additional work commences.

4. Payment Terms

4.1 Payment Options

Clients must select one of the following payment options for services provided by Vivacity:

• Full payment upfront; or
• Recurring payment plan by direct debit (via eWay or GoCardless).

4.2 Mandatory Payment Requirements

For Membership and KickStart packages, the Client must be on a recurring payment plan, or pay in full, before services commence. Failure to comply may result in suspension of services until full payment arrangements are confirmed.

4.3 Late Payments and Overdue Accounts

• Payments not received by the due date will incur a late fee.
• Services may be suspended or terminated if payments remain outstanding beyond 14 days.
• If payment remains unpaid for more than 30 days, debt recovery proceedings may commence and any reasonable recovery costs (including legal and collection agency fees) will be added to the Client's account.

4.4 Overdue Account Notifications and Termination

Vivacity will no longer accept accounts being overdue beyond 7 calendar days. The following steps will be taken for overdue accounts:

• First Warning Email (Payment Reminder — Action Required): a notification that a payment has been missed and that full payment must be received within 7 calendar days. Failure to pay will result in access to ComplyHub, Unicorn, consultation hours, Vivacity Training and live events being placed on hold until full payment is received.
• Second Warning Email (Urgent: Payment Required Today): a reminder on the 7th calendar day that payment has not been received. If payment is not made by close of business, the Client will lose access to all of the above services immediately.
• Final Notice Email (Access Suspended — Immediate Action Required): confirmation that the Client has lost access to their services. The Client must contact accounts@vivacity.com.au to bring their account up to date.

5. Vivacity's Responsibilities

Vivacity commits to:

• Commence work upon receiving full payment or the agreed deposit for the selected package.
• Deliver services with professional care, skill and adherence to the consumer guarantees under the Australian Consumer Law.
• Complete services within a mutually agreed timeframe.
• Maintain accessibility for service delivery upon reasonable notice.
• Hold and handle Client Materials and Confidential Information in accordance with Section 7.
• Not solicit the Client's customers for a period of six (6) months following the conclusion of the engagement.

6. Client Responsibilities

6.1 Financial Commitments and Information Provision

• The Client must settle all accounts prior to the commencement of work, or adhere to the agreed payment terms.
• The Client must provide all necessary information, access and resources to enable Vivacity to deliver its services effectively.
• Where Vivacity reasonably requests sight of training materials, assessment instruments, mapping documents, learner records or other Client Materials to perform an agreed deliverable (including validation under Standard 1.5, mapping verification, RPL design, audit preparation or compliance review), the Client agrees that withholding those materials may delay or prevent delivery of the service, and Vivacity is not liable for any consequent delay.

6.2 Communication and Collaboration

• The Client should respond to communications from Vivacity within 48 hours to ensure efficient service delivery.
• Where services are performed on the Client's premises, the Client must provide suitable office or training-room space and reasonable administrative assistance.

6.3 Compliance and Operational Responsibilities

• The Client is responsible for adhering to the Standards for Registered Training Organisations (Outcome Standards F2025L00354 and Compliance Requirements F2025L00355), the Credential Policy, the National Code 2018 (where CRICOS-registered), the National Standards for Group Training Organisations 2017 (where applicable), and any other regulatory framework applicable to the Client's scope of registration.
• The Client must implement the advice provided by Vivacity to maintain compliance.
• The Client will manage all communications with regulatory bodies, including the Australian Skills Quality Authority (ASQA), and accurately represent the services received from Vivacity.

6.4 Documentation and Audit Management

• All Vivacity Materials must be used as intended and in compliance with the RTO Standards.
• The Client is responsible for updating and modifying these materials as needed to remain compliant with the Client's scope of registration and operational context.
• The Client must ensure readiness for audits and address any findings or gaps identified. Vivacity may provide assistance, but the primary responsibility for rectification lies with the Client.

6.5 Record-Keeping and Reporting

• Maintain accurate and comprehensive records in accordance with the RTO Standards and ASQA guidelines.
• Ensure timely and precise reporting to regulatory bodies as required.

6.6 Non-Solicitation of Employees

The Client agrees not to solicit, employ, engage or otherwise induce any employee or contractor of Vivacity for a period of twelve (12) months following the conclusion of the engagement.

7. Intellectual Property, Confidentiality and Data Protection

This Section 7 reflects Vivacity's commitment to protecting Client Materials and Confidential Information, and to protecting the Intellectual Property that Vivacity makes available to Clients. It applies to every engagement, whether the Client is engaged for consulting, membership, KickStart, training or ComplyHub access.

7.1 Client Intellectual Property and Confidential Information

• The Client retains ownership of all Intellectual Property in Client Materials.
• Vivacity acquires no right, title or interest in Client Materials beyond a limited, non-exclusive, non-transferable licence to use them solely for the purpose of delivering the agreed engagement.

Vivacity treats all Client Materials and Client Confidential Information as strictly confidential. Vivacity will not:

• disclose Client Materials to any other client of Vivacity;
• use Client Materials to inform deliverables for any other client;
• publish, distribute, sell or sublicence Client Materials;
• upload Client Materials to public AI tools, public repositories or third-party platforms that do not provide equivalent confidentiality and data protections; or
• retain Client Materials beyond the period necessary to deliver the engagement, except as required to meet record-keeping obligations under Australian law or professional standards.

7.2 Vivacity Intellectual Property

• Vivacity retains ownership of all Intellectual Property in Vivacity Materials, including all updates, revisions, derivative works, AI agents, prompts and underlying methodologies.

Where Vivacity Materials are provided to the Client as part of an engagement (for example, the Standards for RTOs 2025 documentation suite, the 8 Critical Drivers framework, supporting documents, templates, training presentations or AI Employee prompts), the Client is granted a perpetual, non-exclusive, royalty-free licence to:

• use those materials within the Client's own RTO, CRICOS, NDIS provider or training operations; and
• modify those materials to reflect the Client's own scope, branding and operational context.

The Client must not:

• resell, sublicence, distribute or commercialise Vivacity Materials in any form, in whole or in part;
• provide Vivacity Materials to any other registered training organisation, consultant, broker or third party outside the Client's own organisation;
• remove or obscure any Vivacity branding, copyright notice or version control marker from those materials except for the purpose of legitimate customisation under the licence above; or
• use Vivacity Materials to develop a competing product, service or documentation suite.

The Vivacity name, logo, "RTO + CRICOS SUPERHERO" tagline, "Empowering RTOs for Excellence" tagline, and all other Vivacity trade marks remain the exclusive property of Vivacity.

7.3 Permitted Use of Client Materials by Vivacity

Vivacity may use de-identified, aggregated or anonymised learnings drawn from Client Materials to:

• develop and improve Vivacity Materials and methodologies;
• inform sector-wide research, training and thought-leadership content; and
• generate benchmarking or industry insights,

provided that no individual Client, learner, employee or trainer is identifiable, and no Client Materials are reproduced in identifiable form. Where Vivacity wishes to use a Client engagement as a case study, testimonial or named example, Vivacity will obtain the Client's prior written consent.

7.4 Data Storage, Security and Australian Sovereignty

• Vivacity stores Client Materials and Confidential Information on systems hosted in Australia, or on systems that provide equivalent contractual data protections.
• Access to Client Materials is limited to Vivacity personnel and contractors who require access to deliver the engagement.
• Vivacity applies industry-standard security controls including multi-factor authentication, access logging, encrypted storage and least-privilege access.
• Vivacity will not transfer Client Materials offshore without the Client's prior written consent, except for use of cloud infrastructure providers that meet Australian Privacy Principle 8 cross-border disclosure requirements.

7.5 ComplyHub Platform — Tenant Isolation

Where the Client uses the ComplyHub platform under a separate or related subscription:

• ComplyHub is a multi-tenant SaaS platform hosted in Australia (Sydney region);
• tenant isolation is enforced at the database layer through Postgres Row Level Security policies scoped to the Client's tenant identifier;
• no other ComplyHub customer can access, view or query the Client's data;
• where Vivacity personnel enter the Client's tenant via Support Mode (for example, to assist with configuration, troubleshooting or consultation), that access is logged, time-bound and scoped to the legitimate support purpose; and
• ComplyHub Pty Ltd is the data processor for content uploaded into the platform; the Client remains the data controller and the owner of all content uploaded into its tenant.

Detailed ComplyHub data protection commitments are set out in the ComplyHub Subscription Terms and the ComplyHub Trust and Security Statement, which apply in addition to these Terms.

7.6 Personnel, Contractors and Subcontractors

• Vivacity ensures that all personnel, contractors and subcontractors who access Client Materials are bound by confidentiality and Intellectual Property obligations no less protective than those in these Terms.
• Vivacity remains responsible for the acts and omissions of its personnel, contractors and subcontractors in respect of Client Materials and Confidential Information.

7.7 Privacy Act 1988 Compliance

• Where Client Materials contain Personal Information, Vivacity will handle that Personal Information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
• The Client is responsible for ensuring it has the necessary consents and lawful basis to disclose Personal Information to Vivacity for the purposes of the engagement.
• Each party will notify the other promptly of any privacy complaint, regulator enquiry or notifiable data breach affecting the other party's information.

7.8 Return or Destruction of Materials

At the conclusion of the engagement, or earlier on the Client's written request, Vivacity will, at the Client's election:

• return all Client Materials to the Client in a reasonable format; or
• securely destroy all Client Materials,

within 30 days, except for materials Vivacity is required to retain by law, by professional obligation, or for the limited purpose of demonstrating the services delivered. On request, Vivacity will provide written certification of return or destruction.

7.9 Breach Notification

• Vivacity will notify the Client without undue delay, and in any event within 72 hours, of becoming aware of any unauthorised access to, disclosure of, loss of, or other compromise of the Client's Materials or Confidential Information that is likely to result in serious harm to the Client.
• The notification will include the nature of the incident, the categories and approximate volume of information affected, the steps Vivacity has taken or will take in response, and a point of contact for further information.

7.10 Permitted Disclosures

Vivacity may disclose Confidential Information where required by law, by court order, by a regulator, by a statutory body, or to its professional advisers under equivalent confidentiality obligations. Where permitted by law, Vivacity will notify the Client of the disclosure in advance.

7.11 Survival

The obligations in this Section 7 survive the termination of the engagement and these Terms indefinitely in respect of trade secrets, and for a minimum of seven (7) years following termination in respect of all other Confidential Information and Intellectual Property obligations.

8. Cancellation and Refund Policy

8.1 Membership and KickStart Packages

• A minimum 12-month commitment applies.
• Early termination requires payment of all outstanding fees for the remainder of the contract.
• A 10-day cooling-off period applies from the agreement date, during which the Client may cancel without penalty.
• Where a KickStart is not completed within the 12-month timeframe, a membership subscription at the same level will automatically commence, payable monthly. This will continue until the month following submission to ASQA, and until any additional consultation time is accounted for, at which point other arrangements will be discussed and agreed.

8.2 General Services

• Clients may cancel non-membership services with 30 days' written notice.
• Fees for partially completed services are non-refundable.
• Any costs incurred by Vivacity for project initiation will be invoiced to the Client.

9. Compliance with Australian Consumer Law

Vivacity provides guarantees under the Australian Consumer Law (ACL), ensuring that services are:

• delivered with due care and skill;
• fit for their intended purpose; and
• provided within a reasonable timeframe.

If these guarantees are not met, the Client is entitled to remedies as outlined by the ACL. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot be excluded under the ACL.

10. Dispute Resolution

If a dispute arises:

1. The parties will first attempt to resolve it via direct negotiation, in good faith, within 30 days of one party giving written notice of the dispute.
2. If unresolved, the parties will engage in mediation through an independent third-party mediator agreed between them. If they cannot agree on a mediator within 14 days, the mediator will be appointed by the President of the Law Society of New South Wales.
3. If mediation fails, legal proceedings may commence in the courts of New South Wales.

11. Termination of Services

Vivacity may terminate services with 7 days' notice if:

• the Client breaches these Terms and does not remedy the breach within 7 days of written notice;
• the Client fails to make required payments;
• the Client engages in conduct that negatively impacts Vivacity's ability to deliver services, or that brings Vivacity into disrepute; or
• the Client fails to make overdue payments within 7 calendar days, resulting in immediate termination of their account and access to all services.

On termination, the Intellectual Property, confidentiality and data protection obligations in Section 7 continue to apply in accordance with Section 7.11.

12. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Any disputes will be resolved in the courts of New South Wales.

13. Acceptance of Terms

By making a payment, entering into a payment plan, or accessing any service provided by Vivacity, the Client acknowledges and agrees to these Terms and Conditions.

14. Contact

For all inquiries about these Terms, please contact: