Commencement Date means the date that the Client engages the Services of AMA through the Site or otherwise.

Courses means music education courses offered and taught by AMA from time to time, and distributed through the Site.

Fees means the fees payable by the Client to AMA in consideration for the Services, which shall be as displayed on the Site from time to time.

Intellectual Property means all existing and future intellectual property rights including, but not limited to, copyright (both present and future subsisting throughout the world), registered and unregistered trademarks, trade names, slogans, logos, emblems, computer data and digital representations, designs, industrial designs, drawings, trade secrets, visual representations, registered and unregistered patents, know-how and patentable inventions held in the Courses, Materials, Training, Presentation, and the Services.  

Materials means any and all Course materials, education materials, online and workshop materials, and the like developed by AMA in connection with the provision of Services to the Client. 

Presentation means any online or in person presentation and education provided by AMA in connection with the provision of Services. 

Services means the Courses, training, coaching, and other services provided by AMA to the Client.

Site means https://www.autismmusicaustralia.com

Subscription means the subscription provides access to the weekly jam sessions.

Term means that the date that the Client commences use of AMA’s Services until such time as the Client no longer uses the services of AMA.

Training means the online Courses, modules, workshops, and/or training events provided by AMA in connection with this Agreement.

Territory means World.

TERMS & CONDITIONS

1.) Appointment.

The Client engages AMA and AMA accepts the appointment, and will carry out the Services within the Territory on the terms and conditions set out herein. By using the Site and the Services of AMA, the Client agrees to be bound by these terms and conditions.

2.) Term. 

The appointment of AMA shall begin on the Commencement Date and continue for the Term.

3.) Obligations of AMA.

(Autism Music Australia). AMA must: 

3.1 - provide the Services with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Services; 

3.2 - whilst so providing the Services, remain an independent contractor at all times and, as such:

(a) assume full responsibility for their acts and omissions; and

(b) be solely responsible for any payments in respect of any employment benefits payable, including any sick leave, long service leave, superannuation, workers' compensation, accident, sickness and life insurance in respect to AMA.

4.) Deliverables and Services

4.1.) The Parties agree that AMA shall provide the Service, including the Courses, as offered on the Site by AMA to the Client from time to time.

4.2.) AMA warrants that as at the date Commencement Date and during the Term:

(a) the Services will be performed:

(i) with due care and skill in as competent and professional manner as reasonably possible;

(ii) in accordance with generally applicable industry standards; and

(iii) in accordance with all applicable laws and regulations.

(b) all work provided by AMA: 

(i) subject to Clause 4.2 (c), is the original work of AMA; 

(ii) has not been and will not be copied from other work unlawfully;

(iii) has in place all consents, approvals, authorities and licenses necessary to carry out the Services lawfully; and

(c) where AMA's work is knowingly based on other works, AMA has obtained the necessary rights in those works.

4.3 Nothing in this Agreement makes AMA liable for any comment made by a participant or Client in the course of AMA ‘s provision of the Services. For the purposes of this clause 4.3, comment includes a statement published orally, in writing, or by an image in any manner about an identifiable person. 

4.4 The Client agrees and warrants to AMA that, both during the Term and thereafter:

(a) unless expressly authorised by AMA in writing, the Services provided to the Client shall be for the sole use of the Client. The Client hereby agrees and acknowledges that the Services shall not be used by or shared with the Client’s affiliates or any third party. 

(b) Unless expressly authorised by AMA in writing, the Client shall not:

(i) disclose, use, disseminate, reproduce, or publish any portion of the Service(s), including the Courses, in any manner;

(ii) permit any related company, parent company, subsidiaries, affiliated entities, or any other third parties to use the Service(s) or any portion thereof;

(iii) process any portion of the Service(s) or permit any portion of the Service(s) to be processed with other data or software from any other source;

(iv) allow access to the Service(s) through any terminals located outside of the Client’s base operations; and/or

(v) use the Service(s) to create derivative products.

(c) It shall not use the Service(s) in any way that:

(i) infringes any third party’s copyright, patent, trademark, trade secret, or any other proprietary rights of intellectual property; and/or(

ii) violates any law, statute, or regulation.

(d)Unless expressly authorised in writing by AMA, the Client shall not remove, alter or hide any proprietary notices in respect to, or in connection with, the Service(s) provided by AMA hereunder, and agrees to reproduce all such notices on all copies or part thereof.

5. Intellectual Property

5.1 AMA grants to the Client a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use the content in the Services.

5.2 The Client acknowledges that it acquires no beneficial interest in AMA's Intellectual Property which at all times remains the property of AMA.

5.3 The Client agrees and warrants that it shall not share or distribute any content contained in the Materials, Training, or Presentation and/or otherwise included in the Services (whether in whole or part thereof). 

5.4 The Client agrees and acknowledges that AMA shall be permitted to share and distribute content created in the Training, Materials, and Presentation with the Client with other clients and customers of AMA, provided only that such distribution does not breach privacy laws and other relevant legislative provisions.

Grant of Licence

5.5 AMA hereby grants to the Client a non-transferable licence to use the Intellectual Property held in the material contained in the Training and Materials, and to otherwise copy and use that Intellectual Property and distribute that Intellectual Property in accordance with this Agreement only.

5.6 The Client acknowledges and agrees that AMA shall retain all copyright with respect to the Intellectual Property.

5.7 The Client shall not grant any sub-licences of the Intellectual Property to any third party without the prior written approval of AMA.

5.8 The obligations contained in this Clause 5 shall survive expiration or termination of this Agreement.

5.9 The Client hereby covenants that it will not distribute the Intellectual Property to any third party who is not a direct employee, staff member, contractor or agent of the Client.

5.10 The parties agree that upon expiration of the Term, the grant of licence for the Intellectual Property shall also expire, unless otherwise agreed in writing between the Parties. 

Case Studies

The Client grants AMA a perpetual, worldwide, irrevocable, licence to use, reproduce and display any case studies (“Case Studies”) created using results received in relation to the Services carried out, and that such Case Studies may be used for both marketing and promotional purposes and/or further studies, including but not limited to the AMA research, publications, website, proposals, marketing materials, the press, and on any other websites owned and/or operated by AMA, provided always that the Case Studies shall remain anonymous. 

6.) Fees and Invoices

6.1 The Client agrees to pay to AMA the Fees plus GST as set out on the Site from time to time.

6.2 AMA shall provide to the Client a receipt for Services provided as follows:

(a) showing the amount paid to AMA; and

(b) the invoice shall be a tax invoice in accordance with applicable tax legislation.

6.3  In the event that the Client agrees to join the Subscription services, then the Client agrees that it shall enter into a direct debit arrangement with AMA, which the Client may cancel at any time.

6.4 The Client acknowledges and agrees that the Fees shall be for the entirety of the Services during the Term, however in the event that this Agreement is terminated for any reason, the Client shall not be entitled to any refund, in whole or part, of the Fees unless agreed in writing by AMA at its sole discretion, or unless required at law.

7. Relationship of Parties

7.1 The relationship between the Client and AMA is that of a principal and an independent contractor. Nothing in this Agreement will constitute or deem AMA to be an employee of the Client nor will anything in this Agreement be construed as creating an employment relationship between the Client and AMA.

8.) Confidentiality

The following is Confidential Information of the Parties:

(a) technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;

(b) information or communication that is designated by an employee, officer or agent of the Parties to be confidential;

(c) information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;

(d) Intellectual Property of either Party or that Party’s clients or partners;

(e) that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph (a); and all copies of information and those parts of the notes and other records referred to.

8.2 Both Parties must:

(a) keep all Confidential Information secret and confidential;

(b) not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;

(c) take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.

8.3 The Parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other Party and shall not knowingly circumvent the other Party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.

8.4 The Parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.

8.5 The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.

9.) Termination

9.1 Either Party may terminate this Agreement immediately if:

(a) the other Party commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of carrying out this Agreement;

(b)the other Party breaches any material term contained this Agreement;

(c) any of the following occurs in respect of either Party:

(i) The commission of any act of bankruptcy;

(ii) The entering into or resolution to enter into an arrangement, composition or compromise with or assignment for the benefit of their creditors generally or a class of creditors or proceedings are called to sanction such arrangement, compromise or composition;

(iii) The appointment of a receiver, receiver and manager, official manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any assets or undertaking;

(iv) The suspension of payment of debts generally; and/or

(v) The Party becomes unable to pay its debts when they are due or is presumed to be insolvent. 

9.2 Either party may terminate this Agreement at any time, and the Client may choose to cease using the Services at any time.

9.3 In the event of termination of the Agreement for any reason, the grant of licence to the Intellectual Property granted to the Client will cease and all rights in the Intellectual Property shall revert to AMA.

10. ) Limitation of Liability

10.1 Except as provided for in this Agreement, AMA makes no representation of any kind, express or implied with respect to the delivery of the Services. 

10.2 To the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that AMA re-provide the Service(s).

10.3 The Client agrees to indemnify, defend and hold harmless AMA, its related entities, shareholders, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss damage, demand or expense (including reasonable legal costs) asserted by any third party due to, arising from, or in connection with a breach by the Client of the terms of this Agreement. This includes, without limitation, any representation or warranty contained herein, any fraudulent conduct committed or negligence by either party, all liabilities related to the Services, any investigation or government claim, and/or any intellectual property claims associated with any and all copy and images supplied by either Party and its associated use thereof.

10.4 No action arising under or relating to this Agreement, regardless of its form, may be brought by either Party more than six (6) months after the cause of action has accrued and in any event, no later than six (6) months after the termination of this Agreement, except for an action for non-payment brought by AMA.

10.5 AMA shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages. 

10.6 If Australian Consumer Law or any other legislation implies a condition or warranty into this Agreement in respect of the Services supplied, and AMA's liability for breach of that condition or warranty may not be excluded but may be limited, Clause 10.1 does not apply to that liability and instead AMA's liability for such breach is limited to AMA supplying the services again or paying the cost of having the services supplied again by a third party.

11.) Delay and Force Majeure

11.1 AMA shall not be responsible for Services not completed, or for additional fees incurred due to delays caused by the Client. 

11.2 In the event of fire, accident, flood, pandemic, epidemic, state specific or border restrictions, acts of God, government directions, or other causes beyond the Parties’ control that prevent or substantially hinder the performance of the Services, the Parties release each other from the terms and obligations described herein and from damages resulting from non-performance. In no event shall either Party be liable for lost profits, sales, or any incidental, consequential, punitive or special damages arising from any breach of this Agreement.

11.3 In the event of any Force Majeure event causing the prevention or cancellation of the Services, then the Client may re-schedule the Services. 

11.4 In the event that AMA is unable to fulfill this Agreement due to any Force Majeure event, including as a result of COVID-19 lockdown, quarantine, isolation, travel and/or border restrictions, AMA will not be required to perform the Services under this Agreement, and will further be entitled to limit or cancel the Services at their sole discretion if the safety and/or health of AMA or any other person is compromised.

12.) This Agreement

12.1 This Agreement shall be subject to the laws of Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Australia. 

12.2 Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

12.3 Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

12.4 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

12.5 The failure of either party at any time to require performance by the other party of any provision of this Agreement does not affect the party's right to require the performance at any time.

12.6 The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.

12.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies the entire agreement between the parties.

12.8 This Agreement may not be changed or modified in any way subsequent to its execution except in writing signed by the parties.

12.9 In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words with a capital letter where defined in this Agreement have that meaning;

(c) words importing a gender include any gender;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(e) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

(f) a reference to any thing (including, but not limited to, any right) includes a part of that thing;

(g) a reference to a party in a document includes that party's successors and permitted assigns;

(h) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(i) a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement.

12.10 The foregoing provisions of this Agreement apply except as otherwise agreed in writing between the Client on the one hand and AMA on the other.