These Terms and Conditions govern the relationship between Phoenix Support for Educators Pty Ltd ABN 50 607 758 850 ("PSFE") and/or Phoenix Cups IP Holdings Pty Ltd ACN 633 355 487 ("Phoenix Cups IP"), and you, the client.

References to "we", "us", or "our" in these Terms refer to PSFE and/or Phoenix Cups IP Holdings Pty Ltd as applicable to the nature of the engagement.

These Terms apply to all services, products, events, online courses, licensing arrangements, and any other offerings provided by PSFE and Phoenix Cups IP Holdings Pty Ltd, whether delivered in Australia or internationally.

By accepting a quote, signing a booking form, making a payment, accessing an online course or platform, or attending an event, you confirm that you have read, understood, and agree to be bound by these Terms.

These Terms may be supplemented by a separate service agreement, memorandum of understanding, or licensing agreement for complex or large-scale engagements. In the event of any inconsistency, the specific agreement will prevail over these Terms.

We reserve the right to update these Terms at any time. The current version will always be published at www.phoenix-support.com.au/terms. Continued engagement with us following any update constitutes acceptance of the updated Terms.

In these Terms the following definitions apply:

ACL

The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Booking

A confirmed engagement for services, including workshops, keynotes, coaching, mentoring, or consulting.

Client

The individual, organisation, or entity that engages PSFE for any product, service, event, course, or licensing arrangement.

Consumer Guarantees

The non-excludable guarantees applicable under the ACL.

Event

Any ticketed in-person or online event facilitated or co-facilitated by PSFE.

Force Majeure Event

Any cause beyond a party's reasonable control as described in Clause 21.

Intellectual Property or IP

All copyright, trademarks, registered designs, patents, trade secrets, know-how, and any other intellectual property rights, whether registered or unregistered.

LMS

The learning management system used by PSFE to deliver online courses, currently Thinkific.

Online Course

Any course, module, or learning resource made available to the client through the PSFE LMS.

PSFE IP

All Intellectual Property owned by or licensed to PSFE and/or Phoenix Cups IP Holdings Pty Ltd, including but not limited to the Phoenix Cups® Framework, the Educator Toolkit for Behaviour, and all associated content, tools, resources, and training materials.

Services

Professional development workshops, keynotes, coaching, mentoring, consulting, facilitation, and any other services delivered by PSFE personnel.

A booking is not confirmed until:

• You have accepted a quote electronically through PSFE's CRM system; and
• A completed booking form has been returned to PSFE and acknowledged.

Payment of an invoice alone does not constitute a confirmed booking in the absence of a completed booking form.

If you have not received a booking confirmation within two weeks prior to your booked date, it is your responsibility to contact PSFE at [email protected] or 1300 361 243.

PSFE reserves the right to decline or withdraw from any booking where the terms of engagement cannot be agreed, or where the booking is inconsistent with our values or obligations.

By accepting a quote, you confirm that you have read these Terms and agree to be bound by them. You must notify PSFE in writing of any objections to these Terms within ten (10) days of accepting a quote. After this period, the Terms are deemed accepted.

All invoices are payable within thirty (30) days of the invoice date, unless a different payment schedule has been agreed in writing.

Payment may be made by:

• Electronic Funds Transfer (EFT) - bank details are provided on each invoice; or
• Credit or debit card via our secure online payment portal.

All prices are in Australian dollars and are exclusive of GST unless otherwise stated. GST will be added where applicable and itemised on your invoice.

For large or complex projects, a staged payment schedule may be agreed in writing prior to commencement. Where no staged schedule has been agreed, standard thirty (30) day terms apply to each invoice.

Where an invoice remains unpaid beyond the due date, PSFE reserves the right to suspend or cease delivery of services, course access, or ongoing work until the outstanding amount is paid, and to withhold any deliverables until full payment is received.

PSFE does not waive its right to full payment by continuing to provide services after an invoice becomes overdue.

PSFE may require a deposit of up to fifty percent (50%) of the total invoice value to confirm a booking, at PSFE's discretion. Where a deposit is required, it will be specified on your quote or invoice.

The booking is not confirmed until the deposit has been received and a completed booking form returned.

All payments for services are non-refundable. PSFE does not offer refunds where a client cancels a booking. Where a client cancels a booking, any deposit paid is forfeited. No credit will be issued for cancellations except at PSFE's sole discretion.

If a client wishes to postpone rather than cancel, Clause 7 applies.

If PSFE is unable to deliver a booked service due to circumstances within PSFE's control, PSFE will contact you to offer an alternative date or facilitator. If neither option is acceptable, a full refund will be provided.

If the booked presenter or facilitator is unable to attend due to illness or unforeseen circumstances, PSFE will offer:

• An alternative facilitator to deliver the service on the same date; or
• An alternative date at no additional cost.

If you decline both options, a full refund will be provided.

In the event of a keynote at a conference or large-scale event where direct replacement is not possible, you will be notified as soon as practicable and every reasonable effort will be made to arrange a suitable alternative. If no suitable alternative is available or is declined, a full refund for the keynote component will be provided.

Where a client requests a change of date for a booked service, the following administration fees apply:

In addition to any administration fee, the client is responsible for all travel-related costs already incurred or non-refundable at the time of the postponement request, including flights, accommodation, car hire, and associated expenses.

PSFE does not guarantee that the same facilitator will be available for a rescheduled date. An alternative facilitator may be assigned.

If a rescheduled date cannot be agreed, PSFE will issue a credit note valid for twelve (12) months from the date of issue, applicable to any PSFE service or product of equal or lesser value.

For multi-site or large-scale project engagements, change of date terms may be addressed in a separate service agreement where one is in place, and will take precedence over this clause.

All travel costs associated with service delivery are quoted and invoiced upfront as part of your booking. Travel costs will be itemised in your quote and may include flights, accommodation, ground transport, and car hire.

Where travel is required over multiple days due to the nature of the service or geographic location, a travel day fee may apply. This will be specified in your quote.

Where a booking is postponed or cancelled and PSFE has already incurred non-refundable travel costs, the client is responsible for reimbursing those costs in full, regardless of the notice period given.

International travel, including to the United Kingdom and other locations outside Australia, will be quoted separately and in advance. All international travel costs are the responsibility of the client and will be specified in the relevant quote or service agreement.

PSFE may at its discretion assign a facilitator based in or close to the relevant region to minimise travel costs where appropriate.

All event tickets are non-refundable once purchased. Tickets may be transferred to another person at no additional cost, provided written notice is given to PSFE at [email protected] prior to the event date.

Where a client provides written notice of non-attendance at least four (4) weeks prior to the event date, a credit note will be issued for the value of the ticket(s). Credit notes are valid for twelve (12) months from the date of issue and may be applied to any PSFE event, service, or product of equal or lesser value.

Where an event is cancelled by PSFE, a full refund will be provided to all ticketholders.

Where an event is postponed by PSFE, ticketholders will be offered the option to transfer their ticket to the rescheduled date, or receive a credit note valid for twelve (12) months from the date of issue.

PSFE uses its own ticketing system for all events. Any tickets sold through a third-party platform are subject to that platform's terms and conditions in addition to these Terms.

Access to online events is personal to the registered ticket holder and may not be shared with others for the purpose of simultaneous access.

Login credentials must not be shared with any other person. Where PSFE reasonably believes that login credentials have been shared, access may be revoked without refund.

Recording of any online event, in whole or in part, is strictly prohibited without prior written consent from PSFE. Screenshots, screen recordings, or other capture of PSFE content during online events is not permitted without written consent.

Participants are expected to conduct themselves professionally and respectfully. PSFE reserves the right to remove any participant who engages in inappropriate conduct, without refund.

Access to PSFE online courses is provided through our learning management system (currently Thinkific) and is subject to both these Terms and the platform's own terms of service.

Course access is personal to the individual enrolled. Login credentials must not be shared, and course content must not be reproduced, distributed, or used for any commercial purpose.

No refund will be provided once access to an online course has been granted, regardless of whether the course has been commenced or completed. This is subject to your rights under the Australian Consumer Law.

Credits may be issued at PSFE's sole discretion in limited circumstances, such as where a staff member leaves an organisation and the organisation requests the credit be transferred to a replacement staff member, or where a participant has enrolled in an incorrect course and requests a transfer. Credit requests must be submitted in writing to [email protected].

PSFE reserves the right to update, modify, or retire course content at any time. Where a course is retired, reasonable notice will be given and enrolled participants will be provided with continued access for a minimum of sixty (60) days from the date of notice of retirement, or a suitable alternative.

PSFE is not responsible for technical difficulties arising from the participant's own internet connection, device, or software. Technical issues with the PSFE platform should be reported to [email protected].

All purchases of physical products, including books, kits, resources, and other materials, are non-refundable. Please choose carefully.

In the event that you receive a product that is damaged or faulty, please notify us at [email protected] within five (5) business days of receiving the product, including photographs of the damage where possible.

PSFE will assess the reported damage and, where confirmed, will arrange a replacement. To receive a replacement, you may be asked to return the damaged item by registered post to:

Physical goods are delivered via Australia Post and/or other reputable courier services. Delivery is processed upon receipt of full payment.

Estimated delivery times within Australia are between two (2) and fourteen (14) business days depending on the delivery option selected and your location. Public holidays may affect delivery times.

International delivery, including to the United Kingdom and other international destinations, may take up to eight (8) weeks. Import duties, taxes, and quarantine fees for international orders are the responsibility of the recipient.

Once your order has been dispatched, tracking information will be provided where available.

Where goods are lost or damaged in transit, PSFE will take reasonable steps to assist in resolving the issue with the carrier. Our liability is limited to the replacement value of the goods or a full refund, subject to your rights under the Australian Consumer Law.

PSFE may conduct pre-orders for physical resources. Dispatch of pre-ordered goods will commence once stock has been received by PSFE.

PSFE makes certain physical resources available to approved wholesale partners for on-sale at the recommended retail price (RRP). Wholesale pricing is confirmed in a separate written arrangement between PSFE and the wholesale partner.

Wholesale partners must not sell PSFE products below the RRP without prior written consent from PSFE, and must not sell PSFE products through online e-commerce platforms or marketplaces without prior written consent. All online sales must be directed to www.phoenix-support.com.au/shop unless otherwise agreed in writing.

Wholesale partners must ensure that PSFE branding, copyright notices, and author attribution are retained in full on all products. Partners must not alter, rebrand, or misrepresent PSFE products in any way.

Wholesale arrangements are subject to a separate written agreement between PSFE and the wholesale partner. These Terms apply to the extent they are not inconsistent with that agreement.

All intellectual property developed, authored, or owned by PSFE, including the Phoenix Cups® Framework, the Educator Toolkit for Behaviour, course materials, workshop content, facilitator resources, activities, frameworks, publications, videos, podcasts, and online course content, is and remains the property of Phoenix Support for Educators Pty Ltd and/or Phoenix Cups IP Holdings Pty Ltd.

The Phoenix Cups® name and associated marks are registered trademarks. Unauthorised use of these marks is prohibited.

Nothing in any engagement with PSFE transfers ownership of any PSFE IP to a client. Access to or delivery of PSFE content does not constitute a transfer of IP ownership in any form.

Clients may not reproduce, distribute, adapt, publish, broadcast, or otherwise exploit PSFE IP in any form without prior written consent from an authorised representative of PSFE.

Clients may not remove or alter any copyright notices, author attribution, trademark symbols, or PSFE branding from any PSFE materials.

Any adaptation, modification, or derivative work based on PSFE IP requires prior written approval from PSFE and must carry clear attribution to Sandi Phoenix and Phoenix Support for Educators.

PSFE's name, logo, trademarks, and intellectual property must not be used in any promotional, marketing, or public-facing material without prior written consent from PSFE.

PSFE actively protects its copyright and trademarks. Where unauthorised use of PSFE IP is identified, PSFE reserves the right to take all available action, including requesting immediate removal of infringing material and pursuing legal remedies.

Where PSFE content is engaged under a licensing arrangement, including multi-site rollouts, government-funded programs, or approved trainer models, acceptance of a PSFE quote and these Terms constitutes a binding agreement incorporating all intellectual property protections set out in these Terms. These protections apply from the date of that acceptance, regardless of whether a separate service agreement or memorandum of understanding is subsequently negotiated or executed.

For complex or large-scale engagements, PSFE may require, or either party may propose, a separate written service agreement or memorandum of understanding to govern the specific terms of the project. Where both parties agree to negotiate such an agreement, PSFE will engage in good faith. Any separate agreement will complement these Terms; in the event of any inconsistency, the separate agreement will prevail.

Under any licensing arrangement:

• PSFE IP remains the property of PSFE and/or Phoenix Cups IP Holdings Pty Ltd;
• The client's right to use PSFE content is limited to the scope, term, and purpose defined in the licensing agreement;
• Any materials developed using, derived from, or inspired by PSFE IP must be approved in writing by PSFE before use or distribution; and
• All co-branded materials must carry clear attribution to Phoenix Support for Educators Pty Ltd and/or Phoenix Cups IP Holdings Pty Ltd as the intellectual property holder, and to Sandi Phoenix as the original creator of the work.

Access to PSFE content, platforms, and associated resources does not automatically continue beyond the agreed project term. Any continuation of access requires a new written agreement between the parties.

Clients engaged in licensing arrangements agree to ensure that all internal team members with access to PSFE content are made aware of and comply with these Terms and any applicable licensing agreement, regardless of their involvement in the original agreement.

Where PSFE approves individuals or organisations to deliver PSFE content as approved trainers or facilitators, that approval is granted under a separate written agreement and does not transfer ownership of PSFE IP.

Approved trainers and facilitators must:

• Deliver PSFE content only as approved and within the scope of their agreement;
• Not modify or adapt PSFE content without prior written approval from PSFE;
• Maintain clear attribution to PSFE and Sandi Phoenix in all delivery;
• Not sub-license, share, or provide PSFE content to any third party; and
• Comply with all PSFE brand and quality standards as communicated from time to time.

PSFE reserves the right to revoke approved trainer or facilitator status where these obligations are not met, without notice and without refund of any fees paid.

Affiliate Arrangements

PSFE works with approved affiliates who may refer clients to PSFE or collaborate on delivery within a defined scope. Affiliate arrangements are distinct from approved trainer or facilitator arrangements and are governed by a separate written affiliate agreement or memorandum of understanding entered into with PSFE.

Where an affiliate agreement is in place, it operates in addition to and alongside these Terms. In the event of any inconsistency between an affiliate agreement and these Terms, the affiliate agreement will prevail.

Affiliates do not hold any licence to deliver, reproduce, adapt, or distribute PSFE IP beyond what is expressly permitted in their affiliate agreement.

PSFE content, including course materials, frameworks, publications, resources, and any materials provided in the course of an engagement, must not be used to train, fine-tune, or otherwise develop any artificial intelligence system or model without prior written consent from PSFE.

Clients must not input PSFE content into any artificial intelligence tool or platform for the purpose of generating, developing, informing, or inspiring any new content, program, framework, resource, or product, regardless of whether the output produced by that tool is identical to, substantially similar to, or expressly different from PSFE’s original materials. This prohibition applies whether the intended outcome is commercial, educational, or otherwise.

Clients must not input PSFE content into any publicly accessible AI platform or tool in a way that would result in that content being retained by the platform, used for AI training purposes, or made accessible to third parties.

Where PSFE uses AI tools in the development of its own content or services, PSFE will do so in accordance with its Privacy Policy and all applicable law.

To the fullest extent permitted by law, PSFE's total liability to any client arising out of or in connection with any service, product, event, online course, or other engagement is limited to the total amount paid by the client for the specific service, product, or event that gave rise to the claim.

To the fullest extent permitted by law, PSFE is not liable for any indirect, consequential, incidental, or special loss or damage, including loss of revenue, loss of data, or loss of opportunity, even if PSFE has been advised of the possibility of such loss.

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.

Where PSFE's services constitute the supply of services to a consumer under the ACL, PSFE's liability for failure to comply with a consumer guarantee (other than a guarantee as to title) is limited to the resupply of the services, or the payment of the cost of having the services resupplied.

The information, frameworks, and guidance provided through PSFE's services and content are intended to support professional practice. They do not constitute legal, psychological, medical, or financial advice. Clients are responsible for the application of information received through PSFE's services within their own contexts.

PSFE warrants that its services will be delivered with reasonable care and skill, and that its physical products will be of acceptable quality, in accordance with the ACL.

PSFE makes no warranty that its services or content will achieve any particular outcome in any individual, centre, or organisational context.

While every effort is made to ensure that information presented through PSFE services and content is accurate and current, PSFE does not warrant that all content is free from error or omission. Content may be updated from time to time without notice.

Links to external websites or resources are provided for convenience only. PSFE is not responsible for the accuracy, content, or availability of third-party websites.

Neither party will be in breach of these Terms, or liable for any delay or failure to perform their obligations, where that delay or failure arises from causes beyond their reasonable control, including but not limited to natural disaster, fire, flood, epidemic, pandemic, government-imposed restrictions or orders, civil unrest, industrial action not specific to PSFE, or failure of third-party infrastructure.

Where a Force Majeure event prevents PSFE from delivering a booked service, PSFE will notify the client as soon as practicable and will offer a rescheduled date, or a credit note valid for twelve (12) months from the date of issue.

No cancellation fees or administration fees will be charged where a postponement is required solely due to a Force Majeure event.

Where a dispute arises in connection with these Terms or any engagement with PSFE, both parties agree to attempt resolution in good faith through direct communication before taking any formal action.

To raise a dispute, the client should contact PSFE in writing at [email protected], setting out the nature of the dispute and the outcome sought. PSFE will respond within ten (10) business days.

If the dispute cannot be resolved through direct communication within twenty (20) business days of the initial notice, either party may refer the matter to a mutually agreed mediator. The costs of mediation will be borne by the parties as agreed between them at the time, or as directed by the mediator.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect their rights, including their intellectual property rights.

PSFE's intellectual property, including all content, frameworks, tools, resources, and training materials, is protected by Australian and international copyright and trademark law.

If you are in the business of creating, providing, or selling professional development content, training materials, or educational frameworks for a fee, you are not permitted to access, download, reproduce, or use PSFE content for the purpose of developing or informing your own products or services without prior written consent from PSFE.

PSFE reserves the right to deny access to its website, services, events, or online platforms to any individual or organisation where it reasonably believes that access is being sought for competitive or unauthorised commercial purposes.

Where a breach of PSFE's IP rights is identified, PSFE will seek all available remedies, including immediate removal of infringing material, compensation for loss, and any other remedy available at law or in equity.

PSFE reserves the right to amend these Terms at any time. The current version will always be published at www.phoenix-support.com.au/terms.

Where material changes are made to these Terms, PSFE will endeavour to notify existing clients. Continued engagement with PSFE following any amendment constitutes acceptance of the updated Terms.

These Terms supersede all previous versions of PSFE's Terms and Conditions.

These Terms are governed by and construed in accordance with the laws of Queensland, Australia.

Phoenix Support for Educators operates nationally across Australia and internationally, including in the United Kingdom. These Terms apply to all clients regardless of their location or the location of service delivery.

Each party submits to the non-exclusive jurisdiction of the courts of Queensland, Australia. Nothing in this clause prevents PSFE from seeking relief in any other court of competent jurisdiction, including in international jurisdictions, where necessary to protect its intellectual property or other rights.

If any provision of these Terms is found to be invalid, unenforceable, or illegal in any jurisdiction, that provision will be severed and the remaining Terms will continue in full force and effect.

PSFE's failure to exercise or enforce any right under these Terms does not constitute a waiver of that right.

These Terms, together with any applicable service agreement, memorandum of understanding, or licensing agreement, represent the entire agreement between PSFE and the client with respect to their engagement, and supersede all prior representations, understandings, and agreements on the same subject matter.

No variation to these Terms is binding unless agreed in writing by an authorised representative of PSFE.