1.     Products and Services

a.     GroundPhase (GroundPhase Pty ltd) offers products and services including but not limited to general property development project consulting, online courses, and digital products. The information provided, products and services are intended to be general in nature and are not intended to provide project specific advice. Products and services will be general in nature. The terms and conditions below cover all products and services offered by GroundPhase and are set out above and defined as general property development project consulting, online courses, and digital products.

 2. Disclaimer

a.     GroundPhase makes every effort to ensure that all the information and content in the Course and associated materials are accurate and kept up to date however GroundPhase does not guarantee the accuracy, reliability or currency of the materials or information we provide.

b.     The Course, course materials, digital products, financial models, and information provided by GroundPhase do not purport to constitute specific advice or recommendations towards any specific planning, development or project whether conceptual, actual or otherwise.

c.      Except to the extent provided by legislation, GroundPhase does not accept responsibility for the consequences of or any reliance that any person may place on any course material, digital products or information supplied by GroundPhase or their agents. 

d.     GroundPhase assumes no liability or responsibility for and makes no representations, whether express or implied, as to the accuracy or reliability in any respect of any course material, course content, digital products or information provided by GroundPhase or their agents. Property development practice varies from state to state, country to country and the information is intended to be general in nature.

e.     GroundPhase will not be liable to you or any other person for any loss or damage (including direct, consequential, economic loss or damage) however caused and whether by negligence or otherwise, which may result directly or indirectly from the use of course material, or information or a course provided by GroundPhase or their agents.

3.     Acknowledgment Release and Waiver 

a.     By participating in any course offered by GroundPhase or purchasing any digital product or service, you acknowledge and agree to the terms of the disclaimer set out here within.

b.     You further acknowledge that any course offered by GroundPhase will not lead to any formal accreditation, certification or qualification and may not be recognised as prior learning with respect to any other accreditation, certification, or qualification by any other institution or professional body.

c.      By participating in the Course or purchasing any products, you waive any right to make any claim against GroundPhase or any of its directors, officeholders, employees or contractors in respect of any information, course or course materials that may be provided to you or upon which you may otherwise have relied. 

d.     You agree not to commence any proceedings or take any action to enforce or maintain any claim against GroundPhase or any of its directors, officeholders, employees, and contractors.

e.     You agree to indemnify GroundPhase and each of its directors, officeholders, employees, and contractors against any liability, loss or costs arising from any breach by you of this agreement.

f.      In these Terms and Conditions “claim” means any claim, action, proceeding or entitlement, whether past, present or future, whether known or unknown, which you or any other person has or might have under or arising out of or in any way connected to a contract or other arrangement with us.

4.     Guarantor and Purchaser’s Warranties

The Guarantor and Client separately warrant that:

(a)  They are not executing this Agreement as a result of or by reason of or in reliance upon any promise, representation, statement or information of any kind whatever given or offered to them by or on behalf of GroundPhase whether in answer to an enquiry or otherwise, unless that representation is detailed in the Proposal.

(b)  Prior to entering into this Agreement, it has made its own independent enquiries and satisfied itself as to the capacity, quality and fitness for purpose of the Services and, to the extent permitted by law, the Client is not relying on any warranty, promise or representation in relation to the Services unless, either expressly or impliedly given by GroundPhase.

GroundPhase relies upon the warranties provided above and upon any information supplied by the Client. GroundPhase relies upon the representation that the person signing this Agreement has authority to execute it on behalf of the Client described in the Proposal.

5.     Liabilities and Indemnities

(a) GroundPhase is not liable for any loss, damage, costs, fines, penalties or compensation (direct or indirect) which the Client may suffer or which the Client may become liable either in contract, tort or otherwise arising out of this Agreement or provision of the Services.

(b)  Any liability for a Claim against GroundPhase that cannot be excluded will be limited to the lesser of:

i.         the re-supply or rectification of the defective Services (if applicable);

ii.         the cost of the re-supply or rectification of the defective Services (if applicable); or

iii.         the lesser of the contract price of the original supply of the Services or $50,000.

(c)  To the extent permitted by law and unless otherwise expressly agreed, GroundPhase does not provide and expressly excludes all warranties whether implied by statute or otherwise in respect of any services provided by it.

(d)  Notwithstanding any of the above, GroundPhase shall not be liable for any loss or damage sustained or sustainable by the Client in relation to:

i.         Errors occurring in plans, designs or specifications not prepared by GroundPhase;

ii.         Errors or inaccuracies in any documents or information provided by the Client and the incorporation of those inaccurate documents by GroundPhase;

iii.         Errors occurring in the course of construction work which are not the responsibility of GroundPhase;

iv.         Use by the client of any additional works, drawings, documents or other information or advice not provided by GroundPhase; and

v.         Services provided by a sub-consultant whether engaged by GroundPhase or the Client.

(e) The Client shall indemnify and keep indemnified GroundPhase for all loss or damage sustained or sustainable by GroundPhase as a result of any breach of this Agreement or negligent act, omission or statement on the part of the Client or its agents or employees.  

6.     Fees and Charges 

a.     By enrolling in the Course, you agree to pay the Course fees (plus any applicable surcharges) using the payment method you have selected. 

b.     GroundPhase reserves the right to alter or modify the Course fees and charges without notice.

c.      You are required to pay the total amount of the Course fees even if you do not complete the Course.

7.     Course Commencement 

a.     Unless otherwise agreed, the agreed Course commencement date will be the date of issuance of a username and password for online access.

b.     Unless otherwise agreed, the date of purchase date will be the date of product purchase, and payment.

8.     Course Changes and Updates

a.     GroundPhase commits to providing an online course with the most current and relevant information. Therefore, GroundPhase may periodically update, change, or amend our course to ensure it remains in line with industry standards.

9.     Refund and Cancellation Policy

a.     You will be eligible for a full refund of fees paid if GroundPhase cancels the Course before you have logged in to access the system.

b.     You will not be eligible for a refund of fees paid after receipt of the digital product or financial model has been issued. GroundPhase recommends reviewing the purchaser warranties in item 3, whereby the purchaser is expected to conduct their own independent enquiries and satisfied itself as to the capacity, quality and fitness for purpose of the Services and, to the extent permitted by law, the Client is not relying on any warranty, promise or representation in relation to the Services unless, either expressly or impliedly given by GroundPhase.

10.     Limited Access

a.     Limited access means that your course access will expire after 12 months. 

b.     GroundPhase reserves the right to modify, suspend or discontinue any aspect of the Course at any time including the availability of the Course, database or content without notice or liability.  

11.     Non-completion

a.     No refund of fees or release from financial commitment will be granted for the non-completion of the Course.

12.     Collection and Use of Personal Information

a.     GroundPhase collects and uses personal information for the following purposes: 

I.         To assist in effectively manage your progress and to support your individual needs to complete the Course (all third parties will abide by this Privacy Policy and the Australian Privacy Principles);

II.         To provide information, products and services to you and request information to manage and administer those products and services (including enrolment, assessment and issuing certificates;

III.         To respond to your queries relating to GroundPhase, its products, advice and services;

IV.         To better understand your needs and help us to improve our products and services;

V.         To circulate promotional emails about new products and services;

I.         To customise documents according to your needs.

b.     GroundPhase may contact you using a variety of measures, including by telephone, email, SMS or mail.

c.      All communications from GroundPhase will be via your contact details recorded on file.

d.     You may update your contact details or preferred method of communication, unsubscribe, or opt out of any marketing communications by contacting GroundPhase at any time.

13.     Disclosure of Personal Information                                        

a.     GroundPhase may disclose your personal information to verify personal information details upon request from third parties, such as completion of the Course, a request from a potential employer verifying course completion and further enrolment at another institution;

b.     To credit reporting agencies and courts, tribunals, and regulatory authorities where you fail to pay for goods or services we provide.

c.      To courts, tribunals, regulatory authorities, and law enforcement officers as required by law, in connection with any actual or prospective legal proceedings, or to establish, exercise or defend our legal rights.

d.     GroundPhase may also share your information with third-party service providers who assist with the Course.

14.     Intellectual Property

a.     The Course, financial product and any related software are the intellectual property of and are owned by GroundPhase.

b.     The structure, organisation and content of the Course contain valuable trade secrets and confidential information belonging to GroundPhase.

c.     Except as expressly stated herein, the user is not granted any intellectual property rights whatsoever by the Course and all rights are reserved by GroundPhase.

d.     GroundPhase retains all rights, title and interest in and of the Course, including all intellectual property rights.

e.     You may not reproduce, distribute, modify, create any derivative, publicly display, perform or republish, submit or post as your original work in any manner or on any platform either electronic or physical any element of the Course.

f.      If the Course includes any interactive features or allows for user-generated content, you agree to use such features in a manner that is lawful, appropriate, and respectful of others. You represent and warrant that any content you upload, submit, or post is your original work, and you grant the Course provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute such content in connection with the Course.

g.     Any pre-existing Intellectual Property Rights owned by GroundPhase before the commencement of this Agreement, will remain vested in GroundPhase.

h.     Any pre-existing Intellectual Property Rights owned by the Client before the commencement of this Agreement, will remain vested in the Client.

i.      The Client agrees to grant to GroundPhase a non-exclusive, transferable, royalty free license to use the Client’s pre-existing Intellectual Property Rights to the extent that use relates to any materials created by GroundPhase pursuant to this Agreement.

j.      Subject to any Intellectual Property Rights existing in any third-party materials, all Intellectual Property Rights, created by GroundPhase on or after the commencement of this Agreement will remain vested in GroundPhase notwithstanding those rights were created pursuant to or for use in or with the Proposal or Services performed by GroundPhase.

k.     GroundPhase will retain ownership of the copyright to all reports, drawings, designs, displays and other work produced by GroundPhase during the course of performing any Services under this Agreement or otherwise for the Client.

l.      GroundPhase shall grant a non-exclusive, non-transferrable license to the Client to use the report and associated documents for the sole purpose of the planning project the subject of the Proposal and for which the Client engaged GroundPhase.

15.     Services

GroundPhase will supply the Services to the Client.

(a)  GroundPhase will exercise reasonable skill, care and diligence in the provision of the Services that would reasonably be expected from a project consultant.

(b)  The time schedule and/or stages for completion of the Services will be as specified in the Proposal or otherwise notified to the Client in writing. GroundPhase agrees to use reasonable endeavours to perform the Services by the relevant dates. GroundPhase is not liable to the Client for any failure to perform which is contributed to by causes beyond its reasonable control and the time specified for completion of delivery shall be extended commensurately.

(d)  Delay in performance or completion shall not constitute a breach of this Agreement, nor shall it affect any other provisions of this Agreement to GroundPhase’s disadvantage.

(e)  Prior to commencement of the Services, the Client shall nominate a Representative who will have authority to engage with GroundPhase’s agents.

(f)  The Client will ensure that GroundPhase has unfettered access to all information necessary to perform the Services. The time spent as a result of GroundPhase’s reasonable access being denied will result in an increase in costs and charged to the Client at the Standard Rates.

16.     Governing Law

a.     These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Australia. Any dispute arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the Supreme Court of New South Wales and the courts of the Commonwealth of Australia.

17.     Goods and Services Tax (GST)

All amounts payable by the Client are exclusive of GST. If GST is payable on any supply made by a party under or in connection with this Agreement, the consideration provided (or to be provided) for that supply will be increased by an amount equal to the GST liability properly incurred by the party making the supply and paid at the same time and in the same manner as the consideration.

18.     Assignment

GroundPhase may assign or otherwise transfer any of its rights under this Agreement. The Client may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of GroundPhase.