1. About these Terms

These Terms of Sale & Subscription govern the purchase and use of products and services supplied by Insources Group Pty Ltd, ABN 74 625 075 041, referred to in these Terms as Insources, we, us or our.

These Terms apply to:

• live online training;
• face-to-face training;
• customised and in-house training;
• self-paced online programs;
• webinars, workshops, conferences and events;
• subscriptions and membership-based services;
• digital and printed learning, assessment and quality-management resources;
• internal audits, validation and compliance-review services;
• consulting and advisory services;
• strategy, system and resource design and development;
• rectification and remediation projects; and
• research projects.

The person or organisation purchasing or using a product or service is referred to as you, your, the customer or the client.

By placing an order, accepting a quotation, signing a proposal or statement of work, paying an invoice, creating an account, accessing a product, attending a program or otherwise using a product or service, you agree to be bound by these Terms.

2. Contracting Entity

All products and services governed by these Terms are supplied only by:

Insources Group Pty Ltd
ABN 74 625 075 041

3. Order of Precedence

Your agreement with Insources may include:

• a signed contract or statement of work;
• an accepted quotation or proposal;
• a service schedule or project brief;
• an order form or online checkout confirmation;
• these Terms; and
• any documents expressly incorporated into the agreement.

If there is an inconsistency, the documents apply in the order listed above, unless a document expressly states otherwise.

Any customer purchase order or other customer-issued document is used for administrative purposes only and does not amend these Terms unless Insources expressly agrees in writing.

4. Definitions

In these Terms:

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

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Commencement Date means the date on which a service begins, access is activated, or work starts under an agreement.

Confidential Information means information that is confidential by nature or is identified as confidential, including business, financial, operational, technical, commercial, learner, employee, client and research information.

Deliverable means any report, strategy, resource, system, document, analysis, instrument or other output expressly identified in a quotation, proposal or statement of work.

Fees means the amounts payable to Insources under an order, quotation, proposal, subscription or agreement.

Intellectual Property Rights includes copyright, trade marks, designs, patents, confidential information, know-how and all similar rights.

Participant means a person registered for or accessing a training program, event, subscription or learning product.

Subscription Period means the monthly or annual period for which subscription access has been purchased.

5. Prices, GST and Payment

5.1 Prices

Unless otherwise stated:

• prices are expressed in Australian dollars;
• prices are exclusive of GST;
• some services may be GST-free; and
• where GST applies, it will be identified in the relevant price list, quotation, invoice, checkout page or contract.

5.2 Payment period

Unless another payment period is stated in writing, invoices must be paid within seven calendar days after the invoice date.

5.3 Deposits

Insources may require a commencement deposit of 30% of the agreed project fee.

The deposit will be applied against amounts payable under the relevant agreement.

A deposit is not refundable to the extent that it covers:

• work already performed;
• capacity reserved for the client;
• costs already committed; or
• cancellation charges payable under these Terms.

5.4 Project invoicing

Consulting, customised training, research and development projects may be invoiced:

• in advance;
• by milestone;
• monthly;
• on completion; or
• using another payment schedule stated in the quotation or contract.

5.5 Travel and expenses

Travel, accommodation, venue, subcontractor and third-party expenses are payable only where they are expressly included in the accepted quotation, proposal or contract.

Insources may not charge additional travel or project expenses unless:

• the expense is already authorised under the agreement; or
• the client approves the expense in writing.

5.6 Failed or overdue payments

If an invoice is overdue, Insources may give written notice requiring payment.

If payment remains outstanding seven calendar days after that notice, Insources may suspend further work, access or delivery until all overdue amounts are paid.

Insources does not charge interest on overdue amounts.

The customer remains responsible for reasonable debt-recovery costs to the extent permitted by law.

5.7 No set-off

Unless required by law, you must pay invoices without set-off, deduction or withholding.

6. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

Where the Australian Consumer Law applies, products and services come with guarantees that cannot be excluded.

Any provision stating that a payment is non-refundable, that a sale is final, or that liability is limited is subject to your rights under applicable law.

7. General Customer Responsibilities

You must:

• provide accurate, complete and current information;
• comply with reasonable instructions relating to products, services, sites, platforms and events;
• ensure that your personnel have the authority, capability and resources required to participate;
• provide timely access to documents, records, systems, personnel and premises where required;
• protect account credentials and prevent unauthorised access;
• use products and services only for lawful purposes;
• comply with applicable privacy, confidentiality, intellectual-property and regulatory obligations; and
• promptly notify Insources of any issue that may materially affect delivery.

You are responsible for decisions made using Insources products, services or Deliverables, subject to Insources’ obligation to perform its services with due care and skill.

8. Public Face-to-Face and Live Online Training

8.1 Registration

A place is not confirmed until:

• registration has been accepted; and
• any required payment has been received.

Insources may limit participant numbers and may refuse or cancel a registration where reasonably necessary.

8.2 Customer cancellation

Where you cancel participation in a public face-to-face or live online program:

More than 10 Business Days before commencement

You may choose:

• a refund less a $100 administration fee; or
• a credit for the full amount paid, valid for 12 months.

Between 6 and 10 Business Days before commencement

No cash refund is available.

You may receive a credit for the full amount paid, valid for 12 months.

Five Business Days or fewer before commencement

No refund or credit is available.

A participant substitution may be made by written notice, subject to any eligibility or registration requirements.

8.3 Transfers

One transfer to an equivalent or lower-value program is permitted without charge where requested more than five Business Days before commencement.

A $50 processing fee applies where a transfer is requested five Business Days or fewer before commencement.

Any price difference for a higher-value program must be paid before attendance.

8.4 Non-attendance

Failure to attend does not entitle the customer to a refund, credit or transfer.

8.5 Credits

Training credits:

• are valid for 12 months from the date they are issued;
• are not redeemable for cash;
• may be applied only to eligible Insources services; and
• expire if not used within the stated period, except where otherwise required by law.

9. Changes or Cancellation by Insources

Insources may change a facilitator, timetable, session structure or other operational detail where the change does not materially reduce the service purchased.

Where Insources changes:

• the program date;
• the delivery mode;
• the city; or
• the venue,

the customer may choose:

• transfer to the changed or rescheduled program;
• transfer to an equivalent program;
• a credit valid for 12 months; or
• a refund of the affected training fee.

Insources may cancel or reschedule a program because of low enrolments, facilitator illness, venue unavailability, technology failure, government direction, safety concerns or circumstances outside its reasonable control.

Except where required by law, Insources is not responsible for the customer’s external costs, including travel, accommodation, wages, loss of income or business interruption.

Customers should avoid making non-refundable travel or accommodation arrangements until the program is confirmed.

10. Live Online Training

Participants are responsible for:

• suitable internet access;
• compatible devices, browsers and software;
• testing access before the session; and
• maintaining a suitable learning environment.

Insources is not responsible for an individual participant’s device, network or local technical failure.

Participants must not record, reproduce, broadcast or distribute an online session without written permission.

Insources may remove a participant who behaves unlawfully, abusively, disruptively or in a manner that risks the safety, privacy or learning experience of others.

Where a live online session is recorded:

• Insources will provide reasonable notice;
• participant consent will be managed where required;
• participants may be instructed to disable cameras or use appropriate display names; and
• access to the recording will be subject to the applicable licence and access period.

11. Face-to-Face Training

Participants must comply with:

• venue requirements;
• health and safety instructions;
• emergency procedures;
• reasonable conduct standards; and
• lawful directions from Insources personnel.

Participants must notify Insources of accessibility or dietary requirements as early as reasonably possible.

Insources will make reasonable efforts to accommodate disclosed needs but cannot guarantee that every venue or service provider can meet every request.

12. Customised and In-House Training

12.1 Scope

Customised or in-house training will be delivered in accordance with the accepted quotation, proposal or statement of work.

The client must confirm:

• participant numbers;
• venue or online arrangements;
• agreed dates;
• required equipment;
• accessibility requirements; and
• any contextualisation requirements.

12.2 Client cancellation

Where the client cancels customised or in-house training:

More than 20 Business Days before delivery

The client must pay for:

• work already completed; and
• non-recoverable committed expenses.

Between 11 and 20 Business Days before delivery

The client must pay:

• 25% of the agreed training fee;
• the cost of completed work; and
• non-recoverable committed expenses.

Between 6 and 10 Business Days before delivery

The client must pay:

• 50% of the agreed training fee;
• the cost of completed work; and
• non-recoverable committed expenses.

Five Business Days or fewer before delivery

The client must pay:

• 100% of the agreed training fee;
• the cost of completed work; and
• non-recoverable committed expenses.

12.3 Rescheduling

One rescheduling request is permitted, subject to:

• facilitator availability;
• payment of additional costs caused by the change; and
• agreement on a replacement date.

Further rescheduling requests may be treated as a cancellation and new booking.

13. Self-Paced Online Programs

13.1 Access period

Unless otherwise stated, access is available for six months from the earlier of:

• the purchase date; or
• activation of enrolment.

13.2 Refunds

A customer may request a refund within seven calendar days of purchase only where:

• substantive course content has not been accessed;
• materials have not been downloaded; and
• an assessment has not been attempted.

After those events occur, change-of-mind refunds are not available, subject to applicable law.

13.3 Extensions

One 30-day extension may be purchased for $75, subject to:

• the program remaining available;
• the request being made before or shortly after expiry; and
• any updated program requirements.

13.4 Transfer of enrolment

Access is personal and non-transferable after activation.

A substitute participant may be nominated before access is activated.

13.5 Platform outages

Temporary outages do not automatically entitle the customer to a refund.

Where a material Insources-controlled outage substantially affects the access period, Insources may extend access by a reasonable period.

13.6 Completion and certificates

A certificate, statement or record of completion will be issued only where the participant completes the stated requirements.

Unless expressly stated, participation does not result in an accredited qualification or statement of attainment.

14. Digital Products

Digital products may include:

• learning and assessment resources;
• policy and procedure manuals;
• quality-management systems;
• templates;
• publications;
• recordings;
• toolkits; and
• downloadable resources.

Change-of-mind refunds are not available after a digital product has been accessed, downloaded, opened or supplied.

Before access or download, a refund request may be made within seven calendar days of purchase.

Where a product is defective, incomplete, materially misdescribed or inaccessible, Insources will provide an appropriate remedy in accordance with applicable law.

15. Printed Products

Change-of-mind returns may be accepted within 14 calendar days after delivery where:

• the product is unused;
• the product is unmarked;
• the product remains in resaleable condition; and
• proof of purchase is provided.

The customer must pay return shipping.

Original delivery charges are not refundable.

A 10% restocking fee applies to approved change-of-mind returns.

Where a printed product is defective, damaged in transit or incorrectly supplied, Insources will provide an appropriate remedy and bear reasonable return or replacement costs, subject to applicable law.

16. Resource Licences

The licence applicable to a product will be identified in the product description, invoice, order confirmation or agreement.

Licence types may include:

• individual licence;
• single-organisation licence;
• single-site licence;
• multi-site licence; or
• enterprise licence.

Unless otherwise stated, a licence is:

• non-exclusive;
• non-transferable;
• limited to the authorised customer and users; and
• subject to full payment.

17. Permitted Organisational Use

Where an organisational licence has been purchased, the licensed organisation may:

• upload resources to its secure internal learning management system or intranet;
• provide relevant copies to its employees, contractors and enrolled learners;
• contextualise editable materials for its own operations; and
• reproduce materials to the extent reasonably required for authorised internal use.

The organisation must:

• restrict access to authorised users;
• retain applicable copyright and proprietary notices;
• prevent external distribution;
• prevent unauthorised copying or resale; and
• comply with any user, site or learner limits stated in the licence.

18. Prohibited Use

Unless expressly authorised in writing, you must not:

• resell, sublicense or commercially distribute Insources materials;
• provide editable source files to an unrelated organisation;
• publish materials on a public website or open-access platform;
• share login credentials;
• permit simultaneous unauthorised use;
• remove copyright notices in a way that conceals Insources’ underlying ownership;
• represent Insources materials as wholly created by another person; or
• use materials to develop a competing commercial resource for external sale.

Contextualised materials may carry the customer’s branding, but the customer must not falsely claim ownership of underlying Insources intellectual property.

19. Licence Misuse

Where Insources reasonably suspects unauthorised use, it may:

• request information about use and access;
• temporarily suspend access where necessary to protect security or intellectual property;
• require the customer to stop or remedy the breach; or
• terminate the licence for serious or repeated misuse.

Except in cases involving urgent security risk, deliberate infringement or unlawful conduct, Insources will provide written notice and a reasonable opportunity to remedy the breach.

Termination does not affect any accrued rights or payment obligations.

20. Subscription Plans

Insources may offer monthly and annual subscription plans.

The applicable:

• inclusions;
• user limits;
• fees;
• billing period;
• access rights; and
• subscription conditions

will be stated at the time of purchase.

21. Automatic Renewal

Monthly and annual subscriptions renew automatically unless the customer stops renewal before the next renewal date.

By purchasing a subscription, the customer authorises Insources or its payment provider to charge the nominated payment method on each renewal date.

The automatic-renewal arrangement and billing period will be disclosed before purchase.

22. Monthly Subscriptions

A monthly subscription may be cancelled at any time before the next renewal date.

Cancellation takes effect at the end of the current paid monthly period.

Access continues until that date.

No pro-rata refund is provided for an unused part of the current month, except where required by law.

Monthly subscriptions do not require a separate renewal notice each month.

Where available, the next billing date may be displayed in the customer account or purchase confirmation.

23. Annual Subscriptions

Annual subscriptions are purchased for a committed 12-month term.

An annual subscription cannot be cancelled for convenience during the current annual term.

The customer may stop automatic renewal at any time before the next annual renewal date.

Access continues until the end of the paid annual period.

Insources will provide at least 20 days’ notice before annual renewal.

Early termination may be available where:

• Insources materially breaches the agreement and does not remedy the breach within a reasonable period; or
• termination is required or permitted by applicable law.

24. Subscription Price Changes

Insources may change subscription pricing for a future renewal period.

For annual subscriptions, at least 20 days’ notice of a price change will be provided before renewal.

A customer who does not accept the future price may stop automatic renewal before the renewal date.

A price change does not apply retrospectively to a paid subscription period.

25. Failed Subscription Payments

Subscription fees are due on the renewal date.

If a payment fails:

• Insources may suspend access immediately;
• Insources may retry the payment method;
• the customer must provide updated payment information when requested;
• access may be restored after all overdue amounts are paid; and
• suspension does not extend the Subscription Period.

Insources may terminate the subscription if payment remains outstanding for 14 calendar days.

No grace period or late-payment interest applies.

26. Changes to Subscription Features

Insources may make reasonable changes to subscription features, platforms or content to:

• improve functionality;
• maintain security;
• comply with law;
• update content; or
• replace obsolete services.

Insources will provide reasonable notice where a change materially reduces the core subscription service.

Where a material reduction occurs during a prepaid period and no reasonable substitute is offered, the customer may be entitled to an appropriate remedy, subject to applicable law.

27. End of Subscription

When a subscription ends:

• access will cease at the end of the paid period or on lawful termination;
• the customer must stop using subscription-only materials;
• accrued rights and payment obligations continue; and
• data export may remain available for up to 30 calendar days where technically available.

Insources does not guarantee that customer data will remain available after the export period.

28. Application

This Part applies to:

• internal audits;
• validation;
• compliance reviews;
• advisory services;
• strategy development;
• training and assessment resource development;
• quality-management systems;
• rectification and remediation projects;
• project management; and
• other professional services.

29. Statements of Work

Each consulting engagement should identify:

• objectives;
• scope;
• Deliverables;
• exclusions;
• assumptions;
• client responsibilities;
• milestones;
• fees;
• payment terms;
• personnel;
• review and approval arrangements; and
• completion criteria.

Services outside the agreed scope are not included unless approved as a variation.

30. Client Responsibilities

The client must:

• provide accurate and complete information;
• disclose relevant audit findings, regulator correspondence and previous rectification work;
• provide timely access to staff, records, systems and sites;
• nominate an authorised representative;
• provide consolidated feedback;
• review Deliverables within agreed timeframes;
• make required management and implementation decisions; and
• notify Insources of changes that may affect the project.

Insources may rely on information supplied by the client unless it is clearly incorrect or incomplete.

31. Project Delays

Project dates depend on the client meeting its responsibilities.

Where a client delay affects delivery, Insources may extend the timetable.

If a client delay exceeds 20 Business Days, Insources may reschedule the work according to consultant availability.

Insources is not responsible for delay caused by the client, but will take reasonable steps to minimise disruption.

32. Dormant Projects

Where no substantive client activity occurs for 60 calendar days, Insources may classify the project as dormant.

Reactivation may require:

• a revised timetable;
• confirmation of consultant availability;
• updated assumptions; and
• a revised quotation.

Where a project remains dormant for 90 calendar days, Insources may terminate the project and invoice:

• work completed;
• committed costs; and
• amounts otherwise payable under the agreement.

Restarting a terminated project will constitute a new engagement.

33. Scope Variations

A variation may be required where there is:

• an expansion of scope;
• additional qualifications, units, sites or business areas;
• new regulator findings;
• changed instructions;
• additional consultation;
• additional Deliverables;
• accelerated deadlines;
• new source material;
• changed law or regulatory interpretation; or
• additional revision rounds.

A variation must be approved in writing before additional work begins.

The variation may change the Fees, timetable, Deliverables or assumptions.

34. Revision Rounds

Unless otherwise stated, the Fees include two consolidated client revision rounds.

Feedback must be:

• provided by the nominated client representative;
• clear and consolidated; and
• provided within the agreed review period.

Conflicting, piecemeal or additional feedback may require a scope variation.

Corrections required because a Deliverable does not materially conform to the agreed scope will be completed without an additional professional fee.

Changes based on preference, new instructions or expanded requirements are chargeable variations.

35. Review and Acceptance

The client has 10 Business Days after delivery to review a Deliverable.

The client must identify any material non-conformity with the agreed scope in writing.

A Deliverable is treated as accepted when the client:

• confirms acceptance;
• uses or implements the Deliverable;
• provides it to a regulator or third party as a final Deliverable; or
• does not raise a material scope-related issue within 10 Business Days.

Acceptance does not limit rights that cannot lawfully be excluded.

36. Consulting Cancellation

Where the client cancels a consulting engagement:

Before work commences

The client must pay non-recoverable committed costs.

After work commences

The client must pay:

• Fees for work completed;
• committed costs; and
• the reasonable value of reserved project capacity that cannot reasonably be reassigned.

Less than 10 Business Days before scheduled on-site work, a workshop or a validation session

The client must pay:

• 50% of the scheduled service fee;
• completed work; and
• committed costs.

Five Business Days or fewer before the scheduled service

The client must pay:

• 100% of the scheduled service fee;
• completed work; and
• committed costs.

Any deposit will be applied against these amounts.

Any balance paid above the amount properly payable will be refunded.

37. Internal Audits

Internal audits are based on:

• the agreed scope;
• sampling;
• records and personnel made available;
• evidence available during the audit period; and
• the legal and regulatory framework reasonably understood at the time.

An internal audit does not guarantee that:

• every issue or non-compliance will be identified;
• a regulator will reach the same conclusion;
• the client will achieve or retain registration, funding or accreditation; or
• no future non-compliance will occur.

The client remains responsible for corrective action, implementation and ongoing compliance.

38. Validation Services

Validation services will be conducted using the agreed:

• units or qualifications;
• assessment tools;
• sample size;
• completed assessment evidence;
• validation method; and
• reporting requirements.

The client remains responsible for:

• assessment decisions;
• implementation of recommendations;
• ensuring sufficient and representative sampling;
• protecting learner information; and
• maintaining compliant assessment systems.

Insources does not guarantee that every issue will be identified or that another validator or regulator will reach the same conclusion.

39. Strategy and Resource Development

The project agreement should specify:

• source documents;
• regulatory framework;
• Deliverables;
• editable-file requirements;
• review rounds;
• client approval responsibilities;
• maintenance obligations; and
• exclusions.

Unless maintenance services are expressly included, Insources is not responsible for updating a Deliverable after acceptance because of:

• legislative change;
• regulatory change;
• training-package change;
• changed organisational practice; or
• later client modification.

40. Rectification and Remediation Projects

Rectification work will be based on the information and findings supplied or made available to Insources.

The client must provide all relevant:

• audit reports;
• regulator correspondence;
• notices;
• evidence;
• deadlines; and
• previous submissions.

Insources does not guarantee:

• regulator acceptance;
• closure of a regulatory matter;
• registration or funding outcomes;
• that further findings will not arise; or
• that a regulator will adopt Insources’ interpretation.

The client remains responsible for executive approval, implementation, evidence submission and ongoing compliance.

41. Nature of Professional Advice

Consulting and professional services:

• are business and education-sector advisory services;
• do not constitute legal advice;
• do not replace advice from a qualified lawyer, accountant or other regulated professional; and
• are based on the scope, facts and evidence made available.

The client must obtain independent legal or specialist advice where required.

42. Insources Background Intellectual Property

Insources retains ownership of all pre-existing and independently developed:

• templates;
• methodologies;
• frameworks;
• systems;
• checklists;
• processes;
• know-how;
• generic content;
• tools; and
• production methods.

This is referred to as Insources Background Intellectual Property.

43. Client Materials

The client retains ownership of materials it provides, including:

• documents;
• data;
• branding;
• policies;
• records; and
• internal systems.

The client grants Insources a licence to use those materials for the engagement.

The client warrants that it has the right to provide and authorise use of those materials.

44. Bespoke Deliverables

Subject to full payment, the client owns final bespoke Deliverables created specifically for the client, excluding:

• Insources Background Intellectual Property;
• third-party materials;
• generic content;
• working papers; and
• development tools.

For Insources Background Intellectual Property embedded in a bespoke Deliverable, Insources grants the client a perpetual, non-exclusive, royalty-free licence to use, reproduce and adapt it for the client’s internal operations.

The client must not:

• resell the Deliverable;
• commercially license it to another organisation;
• distribute editable source files outside its organisation; or
• represent Insources’ generic methodology as the client’s proprietary commercial product.

Insources may continue using general skills, concepts, experience and de-identified know-how developed during the engagement.

Insources must not disclose the client’s Confidential Information.

45. Editable and Source Files

Editable source files are included only where stated in the quotation or statement of work.

Unless expressly agreed, Insources is not required to provide:

• working notes;
• internal quality-control records;
• draft development files;
• production systems;
• proprietary tools; or
• internal templates.

Insources may provide final files in PDF, locked or other controlled format where editable files are not included.

Insources is not responsible for changes made by the client or a third party after delivery.

Review or correction of modified files is a separate service.

46. Application

This Part applies where Insources is engaged to design, conduct, manage, analyse or report on a research project.

Research projects must be governed by a research proposal, contract or statement of work identifying:

• research purpose;
• research questions;
• methodology;
• population or sample;
• Deliverables;
• ethics responsibilities;
• data governance;
• publication rights;
• authorship;
• project governance;
• Fees; and
• timelines.

47. Research Integrity and Independence

Insources will conduct research honestly and consistently with:

• the agreed methodology;
• applicable legal requirements;
• relevant ethics approvals;
• recognised research-integrity principles; and
• professional standards applicable to the project.

Insources must report valid findings accurately.

The client may:

• correct factual errors;
• identify confidential information;
• raise legal or privacy concerns; and
• comment on interpretation.

The client may not require Insources to alter, omit or misrepresent a valid finding merely because the finding is unfavourable.

Neither party may present findings in a misleading, selective or materially distorted manner.

48. Ethics Approval

The research contract will identify which party is responsible for obtaining ethics approval.

No participant recruitment or data collection requiring ethics approval may begin until the required written approval has been obtained.

The client must disclose all relevant institutional, funding, regulatory and ethics requirements.

Each party must comply with:

• the approved research protocol;
• participant-consent requirements;
• applicable privacy obligations;
• incident-reporting requirements; and
• conditions imposed by an ethics body.

Additional work caused by new or changed ethics requirements may be treated as a scope variation.

49. Participant Consent and Welfare

Where research involves human participants, the project must address:

• informed consent;
• participant information;
• voluntary participation;
• withdrawal rights;
• privacy and confidentiality;
• foreseeable risks;
• complaints;
• safeguarding; and
• management of adverse events.

Participant welfare and lawful ethical obligations take priority over commercial deadlines.

50. Research Data

The research contract must specify:

• ownership or custodianship of raw data;
• collection methods;
• permitted uses;
• access controls;
• storage location;
• security requirements;
• retention periods;
• de-identification requirements;
• destruction or archival arrangements; and
• rights following termination.

Unless otherwise agreed:

• the client owns project-specific raw data;
• Insources may retain a secure copy only for the required legal, ethical or contractual retention period; and
• Insources must not use identifiable data for another purpose without appropriate authority.

51. Research Intellectual Property

The client owns the final commissioned research report after full payment.

Insources retains ownership of its pre-existing:

• research methods;
• templates;
• frameworks;
• analytical approaches;
• generic instruments; and
• know-how.

New research instruments created specifically for the project become the client’s property after full payment, excluding embedded Insources Background Intellectual Property.

Insources may use de-identified and aggregated learnings only where permitted by:

• participant consent;
• privacy law;
• ethics approval; and
• the research contract.

52. Draft Research Report Review

The client will receive a draft report for factual, confidentiality and legal review.

The client has 15 Business Days to provide one consolidated response.

Insources will consider reasonable corrections but retains responsibility for the integrity of the methodology, analysis and findings.

Unless publication services are included, the final report will be delivered privately to the client.

Public release, journal publication, conference presentation or other dissemination requires separate written agreement.

53. Publication, Authorship and Attribution

Where publication forms part of the project, the research contract must specify:

• publication rights;
• authorship;
• acknowledgements;
• funding disclosures;
• conflicts of interest;
• review procedures; and
• embargo arrangements.

The client will have 20 Business Days to review a proposed publication for:

• Confidential Information;
• privacy concerns;
• intellectual-property concerns;
• legal concerns; and
• factual errors.

Any publication embargo must be expressly agreed and will ordinarily not exceed six months.

Insources must not use the client’s name or logo without written permission.

The client must not attribute altered, incomplete or misleading conclusions to Insources.

54. Research Limitations

Research findings are subject to limitations arising from:

• methodology;
• sample size;
• participant response;
• data quality;
• available evidence;
• project timeframe; and
• assumptions.

Insources does not guarantee:

• a particular finding;
• statistical significance;
• publication;
• peer-review acceptance;
• commercial outcomes;
• regulatory outcomes; or
• that findings will predict future events.

Material limitations will be identified in the research output where appropriate.

55. Early Termination of Research

The client may terminate a research project by written notice.

The client must pay:

• Fees for work completed;
• committed costs;
• unavoidable participant costs;
• data-collection costs;
• approved subcontractor costs; and
• other amounts properly payable under the agreement.

Termination does not permit either party to destroy, alter or misuse research records contrary to:

• participant consent;
• ethics approval;
• law;
• research-integrity obligations; or
• record-retention requirements.

The parties must address:

• participant communications;
• data retention;
• incomplete findings;
• confidentiality;
• reporting obligations; and
• required ethics notifications.

Insources may suspend or terminate research where continuing would breach:

• law;
• ethics approval;
• participant-safety obligations;
• privacy obligations; or
• research-integrity requirements.

Unfavourable or unexpected findings are not, by themselves, grounds for alteration or destruction of valid research records.

56. Confidentiality

Each party must:

• protect the other party’s Confidential Information;
• use it only for the agreement;
• disclose it only to personnel who need it and are subject to confidentiality obligations; and
• use reasonable measures to prevent unauthorised access, use or disclosure.

Confidentiality obligations do not apply to information that:

• is publicly available other than through breach;
• was already lawfully known;
• is independently developed; or
• must be disclosed by law.

Where legally permitted, the receiving party must give reasonable notice before compelled disclosure.

57. Privacy

Each party must comply with applicable privacy law.

Insources may collect, use, store and disclose personal information for:

• administering purchases;
• delivering products and services;
• managing accounts and subscriptions;
• communicating with customers and participants;
• processing payments;
• issuing certificates;
• conducting consulting or research work; and
• meeting legal obligations.

Further information may be provided in the Insources Privacy Policy.

The client must ensure that it has lawful authority to provide personal information to Insources.

58. Security

Customers must take reasonable steps to protect:

• passwords;
• access credentials;
• licensed materials;
• participant data; and
• confidential project information.

Each party must promptly notify the other of a suspected data or security incident relevant to the agreement.

The parties will reasonably cooperate in investigating and responding to the incident.

59. Use of Artificial Intelligence in Products and Services

Insources may use approved artificial intelligence and automated tools to support research, drafting, analysis, transcription, quality assurance, resource development and delivery of products or services.

Where Insources uses AI-assisted tools:

• a. Insources will apply appropriate human review to final Deliverables;
• b. Insources remains responsible for performing the agreed services with due care and skill;
• c. AI-generated material will not, by itself, constitute a final audit finding, validation decision, assessment judgement, compliance conclusion or research finding;
• d. Insources will take reasonable steps to avoid entering client Confidential Information, sensitive information, identifiable learner information or identifiable research data into public or unapproved AI systems;
• e. any material AI processing of client Confidential Information or personal information must be consistent with the applicable agreement, Privacy Policy, law and any required client or participant authority; and
• f. Insources may disclose material use of AI where required by law, an ethics approval, a research protocol, a client agreement or a professional standard.

The client must not upload, submit or use Insources resources, subscription content, course materials, Deliverables or licensed products in an external AI system where that use:

• a. permits the AI provider to retain, reproduce, disclose, train on or commercially exploit the material;
• b. makes the material available to unauthorised persons;
• c. infringes an Insources or third-party Intellectual Property Right; or
• d. exceeds the licence granted under these Terms.

The client is responsible for reviewing AI-generated or AI-modified content before implementation, regulatory submission, assessment use or publication.

Insources does not warrant that unreviewed AI output will be accurate, complete, unbiased or current.

60. Due Care and Skill

Insources will perform services:

• with due care and skill;
• using suitably qualified or experienced personnel;
• substantially in accordance with the agreed scope; and
• within a reasonable time where no fixed period is stated.

61. Exclusion of Certain Loss

To the extent permitted by law, Insources is not liable for:

• indirect or consequential loss;
• loss of profit;
• loss of revenue;
• loss of opportunity;
• loss of anticipated savings;
• business interruption; or
• loss resulting from client decisions, implementation failures or unauthorised modification of Deliverables.

This clause does not exclude liability where exclusion is prohibited by law.

62. Liability Cap

To the extent permitted by law, Insources’ aggregate liability arising from or connected with an affected product, service or statement of work is limited to the total Fees paid or payable for that affected product, service or statement of work.

The cap does not apply to:

• fraud;
• wilful misconduct;
• breach of confidentiality;
• infringement of third-party Intellectual Property Rights; or
• liability that cannot lawfully be limited.

63. Mitigation

Each party must take reasonable steps to avoid or reduce loss arising from a breach or other event.

64. Client Materials and Instructions

Insources is not liable for loss caused by:

• inaccurate or incomplete client information;
• failure to disclose material information;
• unlawful client instructions;
• client delay;
• client implementation decisions;
• changes made after delivery; or
• use of a Deliverable outside its agreed purpose.

65. Third-Party Services

Insources may rely on third-party platforms, venues, payment providers and service providers.

Insources will exercise reasonable care in selecting and managing third parties but is not responsible for matters outside its reasonable control.

Third-party terms may also apply where clearly disclosed.

66. Suspension

Insources may suspend access or services where:

• payment is overdue;
• continued use creates a security risk;
• there is suspected licence misuse;
• the customer materially breaches these Terms;
• continued performance may be unlawful; or
• suspension is reasonably necessary to protect participants, data or intellectual property.

Where practicable, Insources will provide notice and an opportunity to remedy the issue.

67. Termination for Breach

Either party may terminate an agreement by written notice where the other party:

• commits a material breach; and
• fails to remedy the breach within 10 Business Days after written notice.

Immediate termination may occur where:

• the breach cannot be remedied;
• there is fraud or wilful misconduct;
• there is serious intellectual-property infringement;
• continued performance would be unlawful; or
• there is an urgent safety or security risk.

68. Insolvency

A party may terminate an agreement where the other party becomes insolvent, enters administration, liquidation or a similar process, except where termination is prohibited by law.

69. Consequences of Termination

Termination does not affect:

• accrued payment obligations;
• rights arising before termination;
• confidentiality obligations;
• Intellectual Property Rights;
• liability provisions;
• record-retention requirements; or
• any provision intended to survive termination.

70. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disaster;
• fire;
• flood;
• epidemic or public-health event;
• government action;
• industrial action;
• transport disruption;
• venue closure;
• telecommunications failure;
• cyber incident; or
• major platform outage.

The affected party must:

• notify the other party as soon as reasonably possible;
• take reasonable steps to minimise disruption; and
• resume performance when reasonably able.

Where a training event is affected, clause 9 applies.

71. Subcontractors

Insources may engage suitably qualified employees, contractors or subcontractors.

Insources remains responsible for delivering the agreed services and will require relevant personnel to comply with confidentiality and privacy obligations.

72. Client Name, Logo and Testimonials

Insources must not use the client’s name, logo, testimonial, project details or research participation in public marketing without written permission.

General de-identified descriptions may be used only where they do not identify the client or disclose Confidential Information.

73. Complaints and Dispute Resolution

A party raising a dispute must give written notice describing:

• the issue;
• relevant facts;
• the outcome sought; and
• any urgent matter.

The parties must first attempt to resolve the dispute through good-faith negotiation between authorised representatives.

If unresolved within 15 Business Days, either party may propose mediation in New South Wales.

Nothing prevents a party from seeking urgent injunctive or interlocutory relief.

74. Notices

A notice under these Terms must be in writing.

A notice to Insources may be sent to:

Email: [email protected]

A notice is treated as received:

• when acknowledged by the recipient;
• on the next Business Day after email transmission, unless a delivery failure is received; or
• as otherwise stated in the relevant agreement.

75. Changes to these Terms

Insources may update these Terms from time to time.

Updated Terms apply to:

• new purchases;
• new agreements; and
• future subscription renewals after reasonable notice.

Changes do not retrospectively alter an existing fixed-term agreement unless:

• both parties agree; or
• the change is required by law.

76. Assignment

You may not assign or transfer an agreement without Insources’ written consent.

Insources may assign an agreement as part of a genuine business restructure or sale, provided this does not materially reduce the customer’s rights.

77. No Waiver

A failure or delay in exercising a right does not waive that right.

A waiver must be in writing.

78. Severability

If any provision is invalid or unenforceable, it will be read down to the extent necessary.

If it cannot be read down, it will be severed without affecting the remaining provisions.

79. Entire Agreement

The documents identified in clause 3 constitute the entire agreement concerning the relevant product or service.

The customer must not rely on a representation that is not included in or expressly incorporated into the agreement.

This clause does not exclude liability for fraud, misleading or deceptive conduct, or any right that cannot lawfully be excluded.

80. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.