Terms of Business
En Masse Pty Ltd
ABN 31 142 435 532
These Terms of Business govern all services provided by En Masse Pty Ltd ("Enmasse", "we", "us", "our") to clients.
1.1 In these Terms:
"Business Day" means a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.
"Client" means the person, company or organisation engaging Enmasse's services;
"Confidential Information" means all information (whether oral, written, electronic or visual) disclosed by one party to the other that:
(a) is marked as confidential;
(b) is by its nature confidential and not otherwise publicly available through no breach of this agreement and/or was already known to the receiving party without restriction;
; or
(c) the receiving party knows or ought to know is confidential.
"Deliverables" means any materials, reports, assessments or other outputs to be provided under the Proposal;
"Fees" means the fees set out in the Proposal;
"Proposal" means the written proposal or quote provided by Enmasse detailing the Services;
"Services" means the training, consulting, workshops, assessments and related services described in the Proposal;
2.1 These Terms form part of the contract between Enmasse and the Client. The contract comprises:
(a) the Proposal;
(b) these Terms of Business; and
(c) any other documents expressly incorporated by reference.
2.2 The Client accepts these Terms and the Proposal by:
(a) signing and returning the Proposal;
(b) making payment pursuant to the Proposal;
(c) requesting Enmasse to commence work; or
(d) otherwise acting in a manner consistent with acceptance.
2.3 In the event of any inconsistency between documents, the order of precedence shall be: (1) the Proposal; (2) these Terms.
3.1 All Fees quoted in the Proposal are:
(a) exclusive of GST, which will be added where applicable;
(b) in Australian Dollars (AUD) unless otherwise specified;
(c) valid for three (3) months from the date of the Proposal.
3.2 Proposals accepted after three months may be subject to revised pricing if Enmasse has implemented price increases.
3.3 Enmasse will invoice the Client:
3.4 Payment is due within thirty (30) days of the invoice date ("Due Date").
4.1 Enmasse will use reasonable endeavours to accommodate requests for additions, amendments or variations to the Services.
4.2 If variations result in additional time or resources being required, Enmasse will:
(a) notify the Client of the likely additional costs; and
(b) obtain the Client's approval before proceeding.
4.3 Additional work will be charged at Enmasse's then -current rates unless otherwise agreed in writing.
4.4 Additional sessions beyond those contracted will be charged at the rates specified in the Proposal.
5.1 If the Client cancels a scheduled workshop or Service, the following cancellation fees apply:
(a) More than 5 Business Days' notice: no cancellation fee;
(b) 3 -5 Business Days' notice: 50% of the applicable Fee;
(c) 1 -2 Business Days' notice: 100% of the applicable Fee;
(d) Same day or no notice: 100% of the applicable Fee plus any non -recoverable expenses incurred.
5.2 If the Client reschedules a workshop or Service and provides a confirmed alternative date within 2 Business Days of cancellation, no cancellation fee applies provided the rescheduled date is within 90 days of the original date.
5.3 Enmasse may cancel or reschedule Services by giving the Client reasonable notice if:
(a) the facilitator is unable to deliver the Services due to illness, injury or other circumstances beyond Enmasse's control;
(b) the Client has failed to meet its obligations under this agreement;
(c) the Client has outstanding unpaid invoices; or
(d) circumstances arise that make it impracticable or inadvisable to proceed.
5.4 If Enmasse cancels Services under clause 5.3(a) or (d), Enmasse will work with the Client to reschedule at no additional cost. If rescheduling is not possible, Enmasse will refund any Fees paid for the cancelled Services.
6.1 The Client shall:
(a) provide accurate and timely information required for Enmasse to deliver the Services;
(b) ensure participant availability and attendance for scheduled workshops;
(c) provide appropriate facilities, equipment and technology for in -person or virtual delivery;
(d) nominate a primary contact person with authority to make decisions;
(e) respond to reasonable requests from Enmasse within specified timeframes;
(f) comply with all applicable laws and workplace policies; and
(g) ensure participants treat Enmasse personnel with respect and professionalism.
6.2 If the Client fails to meet its obligations and this prevents or delays Enmasse from delivering Services, Enmasse may:
(a) suspend performance until the Client meets its obligations;
(b) charge for additional time required; or
(c) terminate the contract in accordance with clause 14.
7.1 All intellectual property rights in materials, content, methodologies, tools, assessments, and Deliverables created or used by Enmasse (whether created before or during the provision of Services) remain the exclusive property of Enmasse.
7.2 The Client shall not, without Enmasse's prior written consent:
(a) reproduce, modify, adapt or create derivative works from Enmasse materials;
(b) distribute, sell, license or transfer Enmasse materials to third parties;
(c) use Enmasse materials for purposes beyond the specific Services contracted; or
(d) remove or alter any proprietary notices or branding.
7.3 Upon full payment of Fees, Enmasse grants the Client a non -exclusive, non -transferable, limited licence to use Deliverables solely for the Client's internal business purposes as contemplated in the Proposal.
7.4 The Client retains ownership of any pre -existing intellectual property provided to Enmasse, and grants Enmasse a licence to use such materials solely for the purpose of delivering the Services.
7.5 Any intellectual property created jointly during the provision of Services shall be owned by Enmasse unless otherwise agreed in writing.
8.1 Each party acknowledges that it may receive or have access to Confidential Information of the other party.
8.2 "Confidential Information" means all information (whether oral, written, electronic or visual) disclosed by one party to the other that:
(a) is marked as confidential;
(b) is by its nature confidential; or
(c) the receiving party knows or ought to know is confidential.
8.3 Each party shall:
(a) keep confidential all Confidential Information of the other party;
(b) not disclose Confidential Information to third parties without prior written consent;
(c) only use Confidential Information for the purposes of this agreement;
(d) take reasonable steps to protect Confidential Information from unauthorised disclosure; and
(e) ensure its employees, contractors and agents are bound by equivalent confidentiality obligations.
8.4 Confidentiality obligations survive termination of this agreement for a period of five (5) years.
9.1 Each party shall comply with the Privacy Act 1988 ( Cth) and the Australian Privacy Principles in relation to any personal information collected, used or disclosed in connection with this agreement.
9.2 Enmasse's Privacy Policy (available at www.enmasse2.com) sets out how we collect, use, store and disclose personal information.
9.3 The Client warrants that it has obtained all necessary consents to provide personal information to Enmasse and for Enmasse to use such information for the purposes of delivering Services.
9.4 The Client consents on behalf of its employees and participants to:
(a) Enmasse collecting and using personal information for the purpose of delivering Services;
(b) receiving communications from Enmasse, including newsletters, insights and information about services; and
(c) anonymised aggregation of data for research, reporting and service improvement purposes.
9.5 Enmasse will implement reasonable technical and organisational measures to protect personal information from unauthorised access, use or disclosure.
10.1 Enmasse warrants that:
(a) Services will be performed with reasonable care and skill by qualified personnel;
(b) Services will be delivered in a professional manner consistent with industry standards;
(c) it has the right to provide the Services and grant the licences contemplated in this agreement; and
(d) it maintains appropriate professional indemnity insurance.
10.2 The Client warrants that:
(a) it has the authority to enter into this agreement;
(b) all information provided to Enmasse is accurate, complete and not misleading;
(c) it has obtained all necessary consents and approvals; and
(d) it will use Services in compliance with all applicable laws.
10.3 Except as expressly set out in this agreement, all warranties, conditions, guarantees and representations (whether express, implied, statutory or otherwise) are excluded to the maximum extent permitted by law.
10.4 Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy conferred on the Client by the Com petition and Consumer Act 2010 ( Cth) or any other legislation which cannot lawfully be excluded, restricted or modified.
11.1 To the maximum extent permitted by law:
(a) Enmasse's total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total Fees paid by the Client to Enmasse in the twelve (12) months immediately preceding the event giving rise to liability;
(b) Enmasse shall not be liable for any indirect, consequential, special or incidental loss or damage, including loss of pro fits, revenue, business opportunity, data, goodwill or reputation, whether or not foreseeable.
11.2 Nothing in this agreement excludes or limits Enmasse's liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) gross negligence or wilful misconduct; or
(d) any other liability that cannot lawfully be excluded or limited.
11.3 The Client acknowledges that:
(a) Enmasse provides professional advice, training and guidance but does not make decisions on the Client's behalf;
(b) the Client is responsible for its own decisions, actions and outcomes;
(c) outcomes from Services depend on numerous factors beyond Enmasse's control, including client implementation and participant engagement; and
(d) Enmasse does not guarantee specific results or outcomes.
11.4 The Client indemnifies and holds harmless Enmasse, its directors, employees and contractors from and against all claims, losses, damages, costs and expenses (including legal fees) arising from:
(a) the Client's breach of this agreement;
(b) the Client's negligence or wilful misconduct;
(c) any claim by a third party arising from the Client's use of Services or Deliverables;
(d) any claim that information provided by the Client infringes third party intellectual property rights; or
(e) failure by the Client to obtain necessary consents or comply with applicable laws.
12.1 Enmasse maintains professional indemnity insurance with a reputable insurer for a minimum of twelve (12) months after completion of Services.
12.2 Enmasse will provide evidence of insurance upon reasonable request.
13.1 Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event.
13.2 "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including:
(a) acts of God, fire, flood, earthquake, explosion, epidemic, pandemic;
(b) war, terrorism, civil unrest, riot;
(c) government restrictions, lockdowns or mandates;
(d) strikes, industrial action or labour disputes (other than involving that party's own workforce);
(e) failure of telecommunications, internet or utilities;
(f) serious illness or injury of key personnel; or
(g) any other cause beyond the reasonable control of the affected party.
13.3 The affected party shall:
(a) promptly notify the other party of the Force Majeure Event and its expected duration;
(b) use reasonable endeavors to mitigate the effects and resume performance; and
(c) keep the other party informed of developments.
13.4 If a Force Majeure Event prevents performance for more than thirty (30) days, either party may terminate the affected Services by written notice, in which case:
(a) Enmasse shall refund any Fees paid for Services not yet delivered;
(b) the Client shall pay for Services delivered up to the termination date; and
(c) neither party shall have any further liability to the other.
14.1 Enmasse may terminate this agreement immediately by written notice if:
(a) the Client fails to pay any amount due within fourteen (14) days of receiving notice of non -payment;
(b) the Client commits a material breach that is not remedied within fourteen (14) days of receiving notice;
(c) the Client becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed; or
(d) continuing the agreement would expose Enmasse to legal liability or reputational damage.
14.2 The Client may terminate this agreement immediately by written notice if Enmasse commits a material breach that is not remedied within thirty (30) days of receiving notice.
14.4 Upon termination:
(a) the Client shall immediately pay all outstanding Fees for Services delivered;
(b) Enmasse shall deliver any completed Deliverables upon receipt of payment;
(c) each party shall return or destroy all Confidential Information of the other party;
(d) all licences granted under this agreement shall terminate; and
(e) accrued rights and obligations shall survive.
14.3 Clauses that by their nature should survive termination shall continue in effect, including clauses relating to intellectual property, confidentiality, privacy, liability, indemnity, and dispute resolution.
15.1 If a dispute arises, the parties shall first attempt to resolve it through good faith negotiations between senior representatives of each party.
15.2 If the dispute cannot be resolved through negotiation within fourteen (14) days, either party may refer the dispute to mediation by giving written notice to the other party.
15.3 The parties shall:
(a) agree on a mediator within seven (7) days of the mediation notice (or have one appointed by the Chair of Resolution Institute);
(b) share the mediator's fees equally;
(c) attend the mediation in good faith; and
(d) keep all aspects of the mediation confidential.
15.4 If the dispute is not resolved within thirty (30) days of referral to mediation, either party may commence court proceedings.
15.5 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
16.1 Governing Law and Jurisdiction
This agreement is governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction o f the courts of Victoria.
16.2 Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, agreements and understandings, whether written or oral.
16.3 Amendment
No amendment or variation of this agreement shall be effective unless made in writing and signed by both parties.
16.4 Assignment
The Client may not assign or transfer this agreement or any rights or obligations under it without Enmasse's prior written consent.
Enmasse may assign this agreement to an affiliate or successor without consent.
16.5 Severability
If any provision of this agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and
effect.
16.6 Waiver
No waiver of any provision shall be effective unless in writing. A waiver of any breach does not constitute a waiver of any other breach.
16.7 Notices
All notices under this agreement must be in writing and delivered by email or registered post to the addresses set out in the Proposal.
Notices are deemed received:
(a) if by email: when sent (unless an error message is received);
(b) if by post: three (3) Business Days after posting.
16.8 Relationship
Nothing in this agreement creates a partnership, joint venture, employment or agency relationship between the parties.
16.9 No Third Party Rights
This agreement does not confer any rights on any third party.
16.10 Counterparts
This agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
16.11 Survival
Provisions that by their nature should survive termination or expiry of this agreement shall continue in full force and effect.
Address: Level 19 & 20 644 Chapel Street, South Yarra , 3142
Email: enquiries@enmasse2.com
Phone: +61 394 298 441
Version: December 2025
En Masse Pty Ltd
ABN 31 142 435 532
Address: Level 19 & 20, 644 Chapel Street, South Yarra, 3142
Email: enquiries@enmasse2.com
Phone: +61 394 298 441
Version: December 2025