Terms and Conditions
Please read these Terms and Conditions (“Agreement”) carefully before using the Sales Excellence sales skills assessment tool (“Tool”) provided by Sales Excellence (“Owner”). By accessing or using the Tool, you agree to be bound by these terms and conditions. If you do not agree with any part of this Agreement, do not use the Tool.
- Client Acknowledgment
The Client acknowledges that Sales Excellence is not a recruitment or Human Resource advisory tool, and any insights provided during the course of the services are based solely on industry experience. Independent Consultant and Human Resource specialist advice should be obtained for any potential changes in hiring, employment and business decisions made as a result of these assessments. - Services
2.1 Sales Excellence agrees to perform the Services for the Client involving the online sales skills assessment tool in accordance with the terms and conditions of this Purchase Order.
2.2 Sales Excellence shall endeavour to deliver the Services by the dates proposed in the Schedule. The dates proposed are estimates of Sales Excellence’s expectations only and are not warranted. - Payment Provisions
3.1 In consideration of Sales Excellence carrying out the Services, the Client shall pay the Service Fees to Sales Excellence on the dates specified in the Schedule. If not specified, the Client shall pay Sales Excellence within seven (7) days of receiving an invoice. The Client shall also pay Sales Excellence any Out of Pocket Expenses within seven (7) days of receiving an invoice.
3.2 All amounts specified in this Purchase Order are exclusive of all applicable taxes, including but not limited to any value-added tax or goods and services tax. The Client agrees to pay Sales Excellence the additional full amount of any such taxes and provide Sales Excellence with evidence of payment of all taxes. Sales Excellence may invoice the Client for any such taxes, and the Client agrees to pay that amount within seven (7) days of receipt of the invoice.
3.3 All amounts not paid to Sales Excellence by the due date shall, without limiting any other right of Sales Excellence, accrue interest at the rate of ten percent (10%) per annum. Assessment results may be withheld until payment has been received.
3.4 Any payment arrangement entered into (whether formally or informally) that is breached by the Client, incurring collection or legal costs to recover, will be on-charged to the Client for payment in full. - Client Obligations
4.1 The Client agrees to provide Sales Excellence with:
(a) All materials and information requested by Sales Excellence (if any) by the dates specified by Sales Excellence;
(b) Access to necessary platforms and systems for the purposes of utilising the online assessments; and
(c) All necessary cooperation and assistance as requested by Sales Excellence to allow Sales Excellence to provide the Services.
4.2 Without limiting Sales Excellence’s other rights under this Purchase Order, if the Client fails to comply with any obligations under this clause, Sales Excellence may either suspend performance of the Services for the period of the breach or continue to provide the Services and charge the Client for any reasonable additional costs incurred. The obligation of the Client to pay the Service Fees continues during any period of suspension under this clause. - Intellectual Property
5.1 This Purchase Order gives the Client no ownership or right over any methodology or approach used or provided by Sales Excellence in executing work outlined within this Purchase Order.
5.2 This Purchase Order grants Sales Excellence no ownership of data provided by the Client or that is generated from the Client’s data during the performance of the Services. - Confidential Information
6.1 Each party must keep the Confidential Information secret and confidential at all times and not disclose it or permit it to be disclosed during the term of this Purchase Order and at any time afterward other than as permitted under this Purchase Order.
6.2 A party may disclose the Confidential Information to any of its officers, employees, agents, or advisers who have a specific need to access the Confidential Information and who have agreed to be bound by the terms of this clause. Each party will be responsible for any breach of this clause by its officers, employees, agents, or advisers.
6.3 This clause shall survive the expiration or termination of this Purchase Order. - Warranty
7.1 Sales Excellence warrants that the Services will be provided in a professional manner with due care and diligence. To the extent permitted by law, all other express or implied warranties of any kind are excluded. - Limitation Of Liability
8.1 Sales Excellence’s liability to the Client under this Purchase Order is limited to the value of the Service Fees paid by the Client to Sales Excellence, regardless of the form of action, whether in contract, tort (including negligence) or under statute.
8.2 In no event shall Sales Excellence be liable to the Client or any other person for any special, incidental, indirect (such as damages for loss of profits or revenues, business interruption, or loss of data), punitive, or consequential damages arising out of this Purchase Order.
8.3 The Client acknowledges that the results of any assessment or recommendations provided by Sales Excellence are opinions based on expertise and experience. The responsibility for decision-making regarding sales team reviews, recruitment, and individual development lies solely with the Client. - Term
9.1 This Purchase Order shall commence on the date that the Client signs this Purchase Order and returns it to Sales Excellence and will remain in effect until the Services have been completed and paid for by the Client, unless otherwise terminated in accordance with this Purchase Order.
9.2 A party may terminate this Purchase Order if:
(a) The other party breaches this Purchase Order and fails to remedy that breach within 14 days of receiving written notice of that breach from the non-breaching party; or
(b) An Insolvency Event occurs in respect of the other party.
9.3 Termination of this Purchase Order does not affect the right of any party to pursue remedies available to it or the obligation of the Client to pay all amounts payable under this Purchase Order. - Dispute Resolution
10.1 If a dispute or disagreement arises under this Purchase Order (Dispute), a party must not commence court proceedings unless it has first complied with this clause.
10.2 A party must give written notice (Notice) to the other party that a Dispute exists, specifying the nature and details of the Dispute.
10.3 Within seven (7) days of service of a Notice, the parties must hold discussions in good faith to attempt to resolve the Dispute.
10.4 If the Dispute is not resolved within seven (7) days of service of the Notice, the parties shall refer the Dispute to the appropriate senior officer of each party who has the authority to resolve the dispute and who shall promptly meet and endeavour to resolve the Dispute.
10.5 If the Dispute has not been resolved within seven (7) days of service of the Notice, either party may then refer the Dispute to mediation, and if not resolved in that forum, either party may commence court proceedings.
10.6 A party may commence court proceedings at any time where that party seeks urgent interlocutory relief.
10.7 In the event of a dispute, neither party shall make negative or disparaging comments to any person, third party, or publish negative reviews about the other’s performance concerning this Agreement, and shall maintain professionalism and confidentiality at all times. - Assignment
The Client or Sales Excellence shall not assign or sublicense its rights under this Purchase Order without the prior written consent of the other party. - Force Majeure
Neither party shall be liable for any failure or delay in performing any obligation under this Purchase Order (other than an obligation to pay money) due to a Force Majeure Event. - Notices
All notices under this Purchase Order must be in writing and must either be hand-delivered, sent by prepaid post to a representative of a party at the address specified in this Purchase Order, or sent by facsimile or electronic mail to that representative.
Notices will be deemed received:
(a) if hand-delivered, on the date of delivery;
(b) if sent by pre-paid post, three (3) days after the date of posting; or
(c) if sent by facsimile or electronic mail, on the day the transmission is effective, provided the sender does not receive a report identifying that the transmission has been unsuccessful. - Jurisdiction
This Purchase Order is governed by and shall be construed in accordance with the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts in that place. - No Reliance
The Client acknowledges that, in entering this Purchase Order, it has not relied on any warranty, representation, or other promises of any nature not contained in this Purchase Order. - Survival
Clauses 1, 5, 6, 7, 8, 9, 10, and 18 will survive the termination or expiration of this Purchase Order. - Entire Agreement and Currency
This Purchase Order constitutes the entire agreement between the parties to the exclusion of all other terms and conditions. All monetary amounts specified in this Purchase Order are in Australian dollars unless specified otherwise. - Privacy and Data Protection
18.1 Sales Excellence is committed to protecting the privacy of individuals in accordance with the Australian Privacy Act 1988 and other applicable laws.
18.2 Any personal information collected by Sales Excellence during the provision of Services will be used, stored, and disclosed in accordance with Sales Excellence’s Privacy Policy, available upon request or on our website.
18.3 The Client consents to the collection, use, and disclosure of personal information by Sales Excellence as necessary for the performance of the Services and in accordance with applicable law.
18.4 Sales Excellence will implement appropriate technical and organisational measures to protect personal information from unauthorised access, disclosure, alteration, or destruction.
18.5 The Client shall ensure that any personal information provided to Sales Excellence complies with applicable privacy laws, including obtaining any necessary consents from individuals for the collection, use, and disclosure of their personal information.
18.6 In the event of a data breach involving personal information, Sales Excellence will take appropriate steps to contain the breach and comply with any notification requirements under applicable law.
18.7 The Client may request access to or correction of personal information held by Sales Excellence by contacting us as set out in the Privacy Policy.
18.8 This clause survives the termination or expiration of this Purchase Order.
Definitions
In these Terms and Conditions, unless the context otherwise requires, the following definitions apply:
• “Agreement” refers to these Terms and Conditions, including any schedules, annexes, or attachments, and any amendments agreed upon by the parties in writing.
• “Client” means the entity or individual that has engaged Sales Excellence to provide the Services.
• “Confidential Information” refers to any and all information, whether written or oral, disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including but not limited to business, technical, financial, or personal data, trade secrets, methodologies, processes, and proprietary information.
• “Force Majeure Event” means any event or circumstance beyond the reasonable control of a party, including, but not limited to, acts of God, war, riots, strikes, lockouts, labour disputes, natural disasters, government regulations or actions, and any other similar events.
• “Insolvency Event” means, in relation to a party, that party is unable to pay its debts as and when they fall due, an administrator, receiver, or liquidator is appointed, or that party becomes bankrupt or insolvent under administration.
• “Out of Pocket Expenses” refers to expenses that are reasonably and properly incurred by Sales Excellence in the performance of the Services, which are reimbursable by the Client.
• “Party” or “Parties” refers individually to Sales Excellence and the Client, or collectively to Sales Excellence and the Client.
• “Personal Information” means any information or opinion about an identified individual or an individual who is reasonably identifiable, whether true or not, and whether recorded in a material form or not, as defined under the Australian Privacy Act 1988.
• “Purchase Order” means the document, including any schedules, annexes, or attachments, which outlines the specific Services to be provided by Sales Excellence, the associated fees, and any other special terms and conditions agreed upon by the Parties.
• “Sales Excellence” means the business entity or individual providing the Services as outlined in the Purchase Order.
• “Services” means the online sales skills assessment tool and related professional services to be provided by Sales Excellence as described in the Purchase Order.
• “Service Fees” means the fees payable by the Client to Sales Excellence for the Services, as set out in the Purchase Order.
By using the sales skills assessment tool, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions. If you do not agree with any part of this Agreement, do not use the Tool.