Standard Terms and Conditions of Supply

In these terms:

ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Agreement means the agreement between the Supplier and the Customer formed by:

• the applicable Order Document; and
• these terms.

Business Day means a day that is not a Saturday, Sunday or public holiday in the State or Territory whose laws govern this Agreement.

Claim includes any claim, demand, action, proceeding, judgment, damage, loss, cost, expense or liability however arising.

Confidential Information means information of a confidential nature concerning a party’s business, affairs, customers, suppliers, systems, pricing, know-how, trade secrets, operations or plans, including the terms of this Agreement, but excludes information that:

• is in the public domain other than through a breach of this Agreement; or
• was lawfully known by the recipient before disclosure.

Customer, you or your means the person or entity identified in the relevant Order Document.

Deliverables means any work product, report, document, training plan, assessment, written recommendation, output, item or other deliverable specified in the relevant Order Document.

Fees means the fees, charges and amounts payable by the Customer under the Agreement.

Goods means any goods supplied by the Supplier under the Agreement, including any training materials, equipment or related items specified in the relevant Order Document.

Loss includes any loss, damage, liability, cost or expense, including reasonable legal costs.

Order Document means any quote, proposal, order form, statement of work, scope document, credit application, online order, purchase confirmation or similar document that:

• identifies the Supplier and is issued or made available to the Customer, and sets out the relevant commercial details for the supply, such as the Services, Goods or products offered, packages, prices, any validity period and any exclusions; and
• states that it is governed by, or incorporates, these terms.

Services means the services supplied by the Supplier under the Agreement, including canine truffle hunting services, truffle dog training, handler training, demonstrations, assessments and related services specified in the relevant Order Document.

Supplier, we, us or our means Canine Truffle Hunting and Training (ABN 26 323 762 789).

These terms apply to every supply of Goods and/or Services by the Supplier to the Customer under an Order Document.

The relevant Order Document sets out the specific commercial details for the supply, including as applicable:

• the Goods and/or Services to be supplied;
• the scope of work;
• Deliverables;
• timing;
• Fees;
• assumptions;
• dependencies; and
• any special conditions.

If there is any inconsistency between these terms and an Order Document, the Order Document prevails to the extent of the inconsistency.

Any quote or proposal issued by the Supplier is subject to withdrawal or lapse if not accepted within the period stated in it, or if no period is stated, within a reasonable time.

The Supplier will supply the Goods and/or Services described in the relevant Order Document, which may include canine truffle hunting services, truffle dog training services, handler training, assessments, demonstrations, training materials and related Deliverables.

Any delivery date, completion date, milestone date or timeframe is an estimate unless the Order Document expressly states otherwise. A training program must be completed within six weeks after its start date unless the Supplier agrees otherwise in writing. The Customer must complete assigned practice, provide requested training videos and respond to feedback promptly during that period.

The Supplier may supply Goods or perform Services in instalments, stages or components unless the Order Document states otherwise.

Either party may request a change to the scope, timing, Deliverables, assumptions or other requirements of the Agreement.

A requested change does not take effect unless the parties agree it in writing, including any change to:

• Fees;
• timing;
• scope;
• Deliverables; or
• dependencies.

Once agreed in writing, the change forms part of the Agreement.

If the Customer requests a material change, the Supplier may charge reasonable fees for assessing, preparing or implementing the change, provided the Supplier notifies the Customer first.

If the Supplier supplies Goods, the Supplier will use reasonable efforts to ensure the Goods correspond in all material respects with the applicable Order Document.

Unless otherwise stated in the Order Document:

• delivery costs are additional to the Fees;
• delivery dates are estimates only; and
• risk in the Goods passes to the Customer on delivery, collection or transfer to the Customer’s carrier.

Title to Goods does not pass to the Customer until the Supplier has received payment in full for those Goods.

To the extent permitted by law, if the Customer fails to pay for Goods when due, the Supplier may recover or retake possession of those Goods.

Unless the Agreement states otherwise, the Supplier controls how the Services are performed, including the allocation of personnel, use of subcontractors and work methods.

Where Deliverables are to be reviewed, the Customer must review them promptly and notify the Supplier of any requested changes within a reasonable time.

The Supplier may procure or use third party goods, software, platforms, venues or services where reasonably necessary to provide the Services, including third party trainers, handlers, veterinarians, transport providers, growers or property operators. The Customer must comply with any applicable third party terms notified to it.

The Supplier may invoice the Customer:

• at the times stated in the Order Document; or
• if no timing is stated, in advance, on dispatch, on completion, monthly, by milestone, or at other reasonable intervals having regard to the nature of the supply.

The Customer must pay each invoice:

• within 14 days after the invoice date; and
• by electronic funds transfer to the bank account nominated by the Supplier.

The Supplier may require the deposit, upfront payment or progress payment stated in the Order Document before commencing work, reserving dates, sending course materials, placing orders or continuing supply. Unless the Order Document states otherwise, a deposit is applied towards the Fees and is not refundable to the extent it reasonably covers Services performed, course materials supplied, non-recoverable costs or capacity reserved, subject to the ACL.

If the Customer reasonably requests it, the Supplier will provide reasonable supporting information for an invoice, having regard to the pricing model and the nature of the supply.

The Customer must pay all amounts due under the Agreement without set-off, counterclaim, deduction or withholding, except to the extent required by law or permitted by this Agreement.

If the Customer disputes an invoice in good faith, it must:

• notify the Supplier promptly with reasonable details of the dispute; and
• pay the undisputed portion of the invoice by the due date.

Unless otherwise stated, all amounts are expressed in Australian dollars and are exclusive of GST.

If GST is payable on a taxable supply made under or in connection with the Agreement, the Customer must pay the GST amount in addition to the consideration for that supply, subject to receipt of a valid tax invoice.

The Supplier may suspend the supply of any Goods or Services, in whole or part, by notice to the Customer if:

• any undisputed amount is overdue;
• the Customer materially breaches the Agreement;
• the Supplier reasonably believes continued supply would be unlawful, unsafe or expose the Supplier to material risk;
• the Customer fails to complete assigned practice, training tasks or other required steps, or to provide requested materials or feedback within a reasonable time, or otherwise delays or hinders the progress of the Services; or
• the Supplier is otherwise entitled to suspend under the Agreement.

The Supplier will not suspend solely because of a bona fide invoice dispute where the Customer has complied with clause 9.6.

The Supplier is not liable for delay, cost or loss suffered by the Customer arising from a lawful suspension under this clause.

Each party must keep the other party’s Confidential Information confidential and must not disclose it except as permitted by this clause.

A party may use or disclose the other party’s Confidential Information only:

• to perform or receive the benefit of the Agreement;
• to its employees, officers, contractors, professional advisers or financiers who have a need to know and are bound by obligations of confidentiality;
• with the other party’s prior written consent; or
• to the extent required by law, court order or a regulatory authority.

Where disclosure is required by law and legally permissible, the disclosing party must take reasonable steps to notify the other party before disclosure.

Each party is responsible for ensuring that its personnel and representatives who receive Confidential Information comply with this clause.

Except as expressly stated, no rights are granted in relation to a party’s Confidential Information.

Each party must comply with all applicable privacy laws in connection with the Agreement.

If the Customer provides personal information to the Supplier, or enables the Supplier to access personal information, the Customer warrants that it has provided any notices and obtained any consents required by law for that disclosure and use.

The Supplier may collect, use, store and disclose personal information to the extent reasonably necessary to:

• supply the Goods or Services;
• administer the customer relationship;
• comply with law; and
• enforce the Agreement.

Each party must take reasonable steps to protect personal information in its possession or control from misuse, interference, loss and unauthorised access, modification or disclosure.

If a party becomes aware of a data breach or privacy incident affecting personal information handled under the Agreement, it must notify the other party as soon as reasonably practicable where that incident is relevant to the other party’s legal obligations or interests.

On termination or expiry, each party must, on request and to the extent practicable and lawful, return or destroy personal information of the other party that it no longer requires.

Each party retains ownership of its pre-existing intellectual property, including its materials, systems, know-how, templates, methods, processes, software and branding.

The Supplier retains ownership of all intellectual property in:

• its methodologies, tools, templates, know-how and systems;
• any materials developed independently of the Agreement; and
• any general skills, experience and know-how used or developed in performing the Agreement.

The Customer retains ownership of all intellectual property in materials it provides to the Supplier.

The Customer grants the Supplier a non-exclusive, royalty-free licence to use, reproduce and adapt the Customer’s materials, site information and dog-related information to the extent reasonably necessary to perform the Agreement.

Unless the Order Document expressly states otherwise:

• the Supplier retains ownership of the intellectual property in the Deliverables; and
• on payment in full of all amounts due, the Supplier grants the Customer a non-exclusive, non-transferable, perpetual licence to use the Deliverables only for the Customer’s own internal purposes and in connection with the dog that is the subject of the Services, including that dog’s training, handling and truffle hunting.

Each party warrants that:

• it has full power and authority to enter into and perform the Agreement;
• it has taken all necessary action to authorise entry into and performance of the Agreement; and
• entering into and performing the Agreement does not, to its knowledge, breach any law or binding obligation applicable to it.

The Customer warrants that:

• information it provides to the Supplier for the purposes of the Agreement is accurate and not misleading in any material respect;
• it has the right to provide all Customer materials, data, dogs and related information supplied to the Supplier;
• the Supplier’s use of Customer materials as contemplated by the Agreement will not infringe the rights of any third party;
• it will comply with all laws applicable to its dogs, premises, animal welfare obligations, site access arrangements, and use of the Goods and Services; and
• it will ensure that any dog made available in connection with the Agreement is, to the Customer's knowledge after making reasonable enquiries, fit for the relevant activity and not affected by any condition likely to create an unreasonable safety risk for that dog, people, property or other animals.

The Supplier warrants that it will provide the Services with due care and skill and substantially in accordance with the Agreement.

Subject to clause 16, all conditions, warranties and representations not expressly set out in the Agreement are excluded to the maximum extent permitted by law. The Customer acknowledges that outcomes depend on matters outside the Supplier’s control, including the dog’s health, temperament, aptitude and response to different handlers, the Customer’s practice and maintenance training, site conditions, weather and truffle availability. The Supplier does not guarantee training success, that a dog is or will become suitable for truffle work, that skills will be maintained, any hunt result, or any quantity or yield of truffles.

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the ACL or any other law where that would be unlawful. The ACL includes non-excludable consumer guarantees and restrictions on unfair terms in covered standard form contracts.

To the extent the Supplier is permitted by law to limit its liability for a failure to comply with a consumer guarantee, the Supplier’s liability is limited, at its option:

• for Goods, to replacement, repair, resupply, or payment of the cost of replacement, repair or resupply; and
• for Services, to resupply of the Services or payment of the cost of having the Services supplied again.

This clause does not apply to the extent the Customer has rights that cannot lawfully be limited.

Nothing in the Agreement limits or excludes liability to the extent that liability cannot lawfully be limited or excluded.

Subject to clause 17.1, neither party is liable to the other for any:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of goodwill;
• loss of anticipated savings;
• loss of reputation;
• loss of data; or
• indirect, consequential or special loss,

arising out of or in connection with the Agreement.

Subject to clauses 16 and 17.1, the Supplier’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort including negligence, under statute or otherwise, is limited to the total Fees paid or payable by the Customer under the relevant Order Document in the 12 months before the event giving rise to the Claim.

Clause 17.3 does not apply to liability for:

• fraud or wilful misconduct;
• death or personal injury caused by negligence to the extent liability cannot be excluded;
• breach of clause 12 by the Customer;
• infringement claims arising from Customer materials; or
• the Customer’s obligation to pay Fees properly due.

Each party must take reasonable steps to mitigate its Loss.

The Customer indemnifies the Supplier against Loss suffered or incurred by the Supplier arising from:

• the Customer’s breach of the Agreement;
• the Customer’s breach of clause 13 or 15.2;
• any claim that the Customer materials, data, specifications or instructions infringe third party rights;
• the Customer’s unlawful, negligent, fraudulent or reckless act or omission;
• the Customer’s misuse of the Goods or Services; or
• any injury, loss, damage or claim arising from the behaviour, handling, transport, control or condition of any dog provided, handled or made available by or on behalf of the Customer, or the acts or omissions of the Customer’s personnel, family members, children, guests or public participants, except to the extent caused or contributed to by the Supplier's negligence, fraud or wilful misconduct.

The Customer’s liability under clause 18.1 is reduced to the extent the relevant Loss was caused or contributed to by the Supplier’s breach of the Agreement, negligence, fraud or wilful misconduct.

If a third-party claim may give rise to an indemnity:

• the indemnified party must notify the indemnifying party promptly;
• the indemnified party must not admit liability or settle without consent, not to be unreasonably withheld; and
• the parties must cooperate reasonably in relation to the claim.

A party is not liable for delay or failure to perform its obligations, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control, including:

• the death, illness or injury of a person required to perform or receive the Services;
• the death, illness, injury or incapacity of a dog required for the Services
• vehicle breakdown;
• unsafe weather or site conditions;
• natural disaster;
• fire;
• flood;
• epidemic or pandemic;
• industrial dispute;
• war;
• terrorism;
• government action;
• utility outage;
• cyber incident; or
• failure of a third-party supplier or platform outside that party’s reasonable control.

The affected party must:

• notify the other party as soon as reasonably practicable; and
• use reasonable endeavours to minimise the effect of the event.

While the force majeure event continues, the affected obligations are suspended to the extent impacted.

If a force majeure event continues for more than 30 days, either party may terminate the affected Order Document by written notice. The Supplier will use reasonable efforts to reschedule affected Services, but does not guarantee that a replacement handler or dog will be available and is not responsible for lost harvest or reduced yield caused by the event.

The Agreement starts on the earlier of:

• the date the Customer accepts the Order Document; and
• the date the Supplier starts supply,

and continues until the earlier of completion of the relevant supply or termination under the Agreement.

Either party may terminate the Agreement immediately by written notice if the other party:

• commits a material breach and fails to remedy that breach within 14 days after receiving notice requiring it to do so;
• commits a material breach that cannot be remedied; or
• becomes insolvent, enters external administration or ceases to carry on business.

The Supplier may terminate the Agreement by written notice if:

• an undisputed amount remains unpaid for at least 14 days after the Supplier gives notice of default; and
• the Customer has not remedied that failure within that period.

If the Agreement is project-based or supply is intermittent, the Supplier is not obliged to accept any new scope, order or request from the Customer unless agreed in writing.

Termination does not affect accrued rights or obligations.

On termination, the Customer must immediately pay the Supplier:

• all unpaid invoices;
• all amounts due for Goods supplied and Services performed up to termination; and
• all unavoidable commitments, expenses and third party costs properly incurred by the Supplier in connection with the Agreement.

On expiry or termination, each party must, on request and within a reasonable time:

• return the other party’s property and materials;
• stop using the other party’s intellectual property except to the extent permitted to survive;
• return or destroy the other party’s Confidential Information, subject to legal retention obligations; and
• permanently erase the other party’s Confidential Information from its systems to the extent practicable.

Any provision that by its nature is intended to survive termination survives, including clauses concerning:

• payment;
• confidentiality;
• privacy;
• intellectual property;
• indemnity;
• liability;
• dispute resolution; and
• notices.

If a dispute arises, a party must first give written notice to the other party describing the dispute.

Within 10 Business Days after the dispute notice, the parties must use reasonable efforts and act in good faith to resolve the dispute by negotiation between authorised representatives.

If the dispute is not resolved within 20 Business Days after the dispute notice, either party may refer the dispute to mediation administered by the Victorian Small Business Commission (VSBC) or another mediator agreed by the parties.

Each party must continue performing its obligations during the dispute to the extent reasonably possible, except where the dispute concerns termination, safety, legality or non-payment of a genuinely disputed amount.

If only part of an invoice is disputed, the undisputed portion must still be paid by the due date.

A notice under the Agreement must be in writing and sent to the recipient’s address or email last notified for notices.

A notice may be given by:

• hand delivery;
• prepaid post within Australia; or
• email.

A notice is taken to be received:

• if delivered by hand, when delivered;
• if sent by prepaid post within Australia, at 9.00 am on the second Business Day after posting; and
• if sent by email, 5 hours after sending as recorded on the sender’s system, unless the sender receives an automated message that the email was not delivered.

If a notice would otherwise be taken to be received outside Business Hours, it is taken to be received at the start of the next Business Day.

The Customer must not assign, novate, transfer or otherwise deal with any of its rights or obligations under the Agreement without the Supplier’s prior written consent, not to be unreasonably withheld.

The Supplier may assign or novate the Agreement to:

• a related body corporate;
• a purchaser of its business; or
• a successor on a restructure,

provided that the assignment does not materially reduce the Customer’s rights under the Agreement.

The Supplier may subcontract any part of the supply, but remains responsible for performance of the subcontracted obligations.

A variation to the Agreement must be in writing and agreed by both parties.

A waiver is only effective if in writing. A failure or delay to exercise a right is not a waiver.

If any provision of the Agreement is invalid, illegal or unenforceable, it is severed to the extent necessary and the remainder of the Agreement continues in force.

The Agreement records the entire agreement between the parties about its subject matter and supersedes all prior discussions, representations and understandings about that subject matter, except as required by law.

Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties.

Each party must do all things reasonably necessary to give effect to the Agreement and the transactions contemplated by it.

The Agreement is governed by the laws of Victoria, Australia.

Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them.