Elite Interior Design Academy
Organisation Group Coaching Service Agreement

Effective date: 1 July 2026

These Terms and Conditions apply to organisation group coaching and professional development services delivered by FOS Collective Pty Ltd ABN 89 655 956 013, trading as Elite Interior Design Academy (“EIDA”).

They form an agreement between EIDA and the business, practice, studio, association or organisation identified in the accepted Proposal (“Client”).

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1. Definitions

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

Client means the organisation purchasing the Services.

Client Materials means documents, information, branding, policies, case studies, data or other content supplied by the Client.

Confidential Information means non-public commercial, operational, financial, personal, technical or professional information disclosed in connection with the Services.

Fees means the amounts identified in the Proposal.

Participants means the Client’s owners, directors, employees, contractors, members or invited attendees participating in the Services.

Program Materials means EIDA’s frameworks, methodologies, slides, templates, workbooks, recordings, exercises, tools and resources.

Proposal means EIDA’s written proposal, quotation, scope of work or booking confirmation.

Services means the coaching, workshops, facilitation, mentoring, consulting or professional development services identified in the Proposal.

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2. Agreement and order of precedence

The agreement consists of:

1. the signed or accepted Proposal;

2. any statement of work or agreed Program Schedule;

3. these Terms and Conditions;

4. EIDA’s Privacy Policy; and

5. any additional written variation signed or expressly accepted by both parties.

If documents are inconsistent, they apply in the order listed above.

A Proposal is open for acceptance for the period stated in it. If no period is stated, it remains open for 14 calendar days.

3. Acceptance and authority

The Client accepts the agreement by:

• signing the Proposal;

• providing written acceptance;

• issuing a purchase order;

• making a deposit or payment;

• selecting an electronic acceptance option; or

• instructing EIDA to commence work.

The person accepting the agreement warrants that they have authority to bind the Client.

A purchase order does not replace or amend these Terms unless EIDA expressly agrees in writing.

4. Scope of Services

EIDA will provide the Services described in the Proposal.

Services may include:

• group coaching;

• workshops;

• professional development sessions;

• leadership coaching;

• team facilitation;

• graduate or emerging designer development;

• communication and client-management training;

• commercial-awareness education;

• individual mentoring;

• diagnostic questionnaires;

• leadership consultations;

• Program Materials;

• implementation exercises; and

• follow-up sessions.

Anything not expressly included in the Proposal is outside scope.

5. Tailoring and needs assessment

The Client acknowledges that recommendations depend on the information available to EIDA.

The Client must provide timely and accurate information regarding:

• organisational objectives;

• participant roles and experience;

• relevant workplace challenges;

• current systems or capability frameworks;

• participant numbers;

• delivery requirements;

• known accessibility needs; and

• any material sensitivities affecting the engagement.

EIDA may tailor content based on that information but does not guarantee that every individual or organisational issue will be addressed.

6. Nature and boundaries of the Services

The Services are professional education, coaching and facilitation.

They are not a substitute for:

• legal advice;

• workplace investigations;

• formal mediation;

• psychological treatment;

• clinical counselling;

• financial advice;

• architectural or engineering certification;

• human resources compliance advice;

• crisis management; or

• services requiring professional registration.

EIDA may recommend that the Client engage an appropriately qualified professional where a matter falls outside EIDA’s scope.

7. Deliverables

EIDA will provide the deliverables stated in the Proposal.

Drafts, notes, informal discussions and working documents are not final deliverables unless identified as such.

Where the Proposal includes a report, framework, recommendations or action plan, EIDA may rely on information supplied by the Client and Participants.

EIDA is not required to audit or independently verify that information unless expressly agreed.

8. Client responsibilities

The Client must:

1. appoint an authorised contact;

2. provide accurate information and timely feedback;

3. ensure Participants receive session information;

4. make Participants reasonably available;

5. provide a safe and suitable venue where delivery is in person;

6. provide agreed audio-visual equipment and internet access;

7. identify accessibility requirements in advance;

8. manage internal employment, performance and disciplinary matters;

9. comply with workplace health and safety obligations;

10. obtain any internal permissions required for participation or disclosure of information; and

11. ensure Participants comply with reasonable conduct and confidentiality requirements.

Delays caused by the Client may affect timing, delivery or Fees.

9. Participant conduct

The Client must take reasonable steps to ensure Participants:

• behave respectfully;

• do not harass, threaten or discriminate against others;

• do not record sessions without approval;

• do not disclose confidential discussions;

• do not reproduce Program Materials;

• follow reasonable facilitator directions; and

• do not use the Services to pursue personal grievances in an inappropriate forum.

EIDA may pause or end a session where conduct creates a safety, confidentiality or material disruption risk.

10. Dates and scheduling

Dates are not secured until:

• the Proposal has been accepted;

• the required deposit has been paid; and

• any required information has been provided.

EIDA will use reasonable efforts to deliver the Services on the agreed dates.

The Client acknowledges that dates may need to change due to facilitator illness, emergency, venue issues, travel disruption, safety concerns or events beyond reasonable control.

11. Facilitators and subcontractors

EIDA may use appropriately experienced employees, contractors, guest contributors or specialist facilitators.

Where a named facilitator is specified as essential in the Proposal, EIDA will not substitute that facilitator without consulting the Client, except in an emergency.

Where substitution is reasonably necessary, EIDA will provide a suitably qualified alternative or offer another reasonable remedy.

12. Delivery location and travel

The Proposal will state whether Services are delivered:

• virtually;

• at the Client’s premises;

• at a third-party venue;

• at an EIDA-arranged venue; or

• through a hybrid format.

Travel, accommodation, venue hire, parking and related costs are included only where expressly stated.

Additional travel or venue costs requested after acceptance require Client approval before being incurred.

13. Virtual delivery

For virtual delivery, the Client is responsible for ensuring Participants have suitable technology, internet access and an appropriate environment.

EIDA is not responsible for disruption caused by the Client’s or a Participant’s equipment, network or internal systems.

Where a material EIDA-side failure prevents delivery, EIDA will provide a replacement session or another reasonable remedy.

14. Fees and GST

Fees are in Australian dollars and exclude GST unless the Proposal states that GST is included.

Unless otherwise stated:

1. a 50% booking deposit is payable on acceptance;

2. the balance is due 14 calendar days before the first scheduled delivery date;

3. engagements accepted less than 14 days before delivery require full payment on acceptance; and

4. additional approved Services will be invoiced separately.

The deposit is applied towards the total Fees. It is not automatically forfeited merely because the Client cancels. Its treatment is governed by the cancellation clause.

15. Invoices and late payment

Invoices must be paid by the stated due date.

If an invoice remains overdue after written notice, EIDA may:

• pause preparation;

• withhold deliverables;

• suspend future sessions; or

• postpone delivery.

EIDA may recover reasonable debt-recovery costs actually incurred.

Interest may be charged on overdue amounts at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily, where stated on the invoice and permitted by law.

16. Client-requested scope changes

A scope change may include:

• additional participants;

• additional sessions;

• new deliverables;

• substantial content redevelopment;

• additional interviews;

• changed delivery format;

• new locations;

• recording or licensing requests; or

• accelerated deadlines.

EIDA will notify the Client of any effect on Fees, timing or resources.

EIDA is not required to commence additional work until the variation has been accepted.

17. Rescheduling by the Client

The Client may request one reschedule without a rescheduling fee where:

• at least 21 calendar days’ written notice is given;

• the new date is within three months;

• EIDA is available; and

• no unrecoverable third-party costs are incurred.

For requests received:

Between 8 and 20 calendar days before delivery

EIDA may charge a rescheduling fee of up to 25% of the affected session Fees, reflecting preparation completed and reserved capacity.

Seven calendar days or less before delivery

EIDA may charge a rescheduling fee of up to 50% of the affected session Fees.

The Client must also pay reasonable non-recoverable venue, travel or third-party costs actually incurred.

Any fee must be proportionate to EIDA’s reasonable loss, work performed and costs arising from the reschedule.

18. Cancellation by the Client

The Client may cancel by written notice.

Unless the Proposal provides different negotiated terms, the following cancellation charges apply as a genuine pre-estimate of preparation work, reserved delivery capacity and likely loss:

More than 30 calendar days before commencement

The Client must pay:

• the value of work completed;

• non-recoverable third-party costs; and

• 10% of the remaining Fees for administration and reserved capacity.

Between 15 and 30 calendar days before commencement

The Client must pay 50% of the total Fees, plus non-recoverable third-party costs.

Between 8 and 14 calendar days before commencement

The Client must pay 75% of the total Fees, plus non-recoverable third-party costs.

Seven calendar days or less before commencement

The Client must pay 100% of the total Fees, plus any approved non-recoverable third-party costs not already included.

EIDA will credit amounts already paid against the cancellation amount.

The parties acknowledge that the closer a cancellation occurs to delivery, the less reasonably practicable it is for EIDA to replace the booking or recover preparation and capacity costs.

A cancellation charge will be reduced to the extent EIDA reasonably mitigates and recovers the relevant loss through a replacement booking.

These terms do not limit rights that cannot lawfully be excluded.

19. Cancellation or postponement by EIDA

EIDA may postpone or cancel due to illness, emergency, safety concerns, insufficient participant availability, venue failure or events beyond its reasonable control.

EIDA will first seek to offer:

• a replacement date;

• a replacement facilitator;

• equivalent virtual delivery; or

• another reasonable alternative.

If EIDA cancels and cannot provide an acceptable alternative, the Client will receive a refund of Fees paid for Services not provided.

EIDA is not responsible for the Client’s internal wages, lost productivity or indirect costs arising from a reasonable postponement, except where liability cannot lawfully be excluded.

20. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, serious illness, epidemic, government restriction, transport disruption, venue closure, telecommunications outage, industrial action or civil emergency.

The affected party must:

• notify the other party promptly;

• take reasonable steps to minimise disruption; and

• resume performance when reasonably possible.

If the event prevents delivery for more than 60 days, either party may terminate the affected Services. The Client must pay for Services performed and non-recoverable approved costs incurred before termination.

21. Intellectual property ownership

EIDA retains all intellectual property rights in:

• the EIDA name and branding;

• the E.L.I.T.E Method;

• pre-existing materials;

• Program Materials;

• templates;

• frameworks;

• presentations;

• methodologies;

• exercises;

• tools; and

• improvements to those materials.

Payment of Fees does not transfer ownership.

22. Client licence

On full payment, EIDA grants the Client a limited, non-exclusive, non-transferable licence to use the final Program Materials internally for the Participants and internal purpose identified in the Proposal.

Unless expressly licensed, the Client must not:

• deliver the materials as its own training;

• distribute them outside the approved participant group;

• provide them to another business, institution or consultant;

• upload them to a public or unrestricted platform;

• modify and commercialise them;

• remove EIDA branding;

• sell or sublicense them;

• use them to develop a competing program; or

• use them to train artificial intelligence systems.

Ongoing use, train-the-trainer delivery, annual cohort reuse, recording access or enterprise-wide distribution requires a separate written licence.

23. Client Materials

The Client retains ownership of Client Materials.

The Client grants EIDA a limited licence to use Client Materials for the purpose of delivering the Services.

The Client warrants that it has authority to provide the Client Materials and that their use as contemplated will not infringe another person’s rights.

24. Confidentiality

Each party must protect the other party’s Confidential Information and use it only for the engagement.

A party may disclose Confidential Information:

• to personnel or professional advisers who need to know and are bound by confidentiality;

• with written consent;

• where it is already lawfully public; or

• where disclosure is required by law.

The Client acknowledges that group coaching depends on Participant conduct. EIDA will establish reasonable confidentiality expectations but cannot guarantee that every Participant will comply.

The Client remains responsible for managing its Participants and internal information-sharing.

25. Sensitive workplace information

The Client must not unnecessarily disclose identifiable health, disciplinary, complaint or legally privileged information.

Where sensitive information is relevant, the Client should provide only what is reasonably necessary and should de-identify it where practical.

EIDA may decline to receive or discuss information that should properly be handled by legal, human resources, medical or psychological professionals.

26. Privacy and participant data

Each party must comply with applicable privacy law.

The Client is responsible for notifying Participants that relevant personal information may be shared with EIDA for administering and delivering the Services.

EIDA may collect information including:

• names and contact details;

• attendance;

• roles and career stages;

• questionnaire responses;

• accessibility requirements;

• feedback; and

• coaching or mentoring notes.

EIDA will handle information in accordance with its Privacy Policy.

Unless expressly agreed, EIDA will not provide individual confidential coaching disclosures to the Client. EIDA may provide aggregated themes, attendance information or agreed outcome reporting.

27. Individual coaching confidentiality

Where individual sessions are included, EIDA may keep the substance of those conversations confidential from the Client unless:

• the Participant consents;

• disclosure is required by law;

• there is a serious and imminent safety concern;

• the matter relates to serious misconduct requiring escalation; or

• the Proposal clearly establishes another reporting arrangement.

The reporting boundary should be communicated to Participants before individual coaching begins.

28. Recordings

No session may be recorded without prior written agreement.

Where recording is approved, the parties must agree on:

• participant consent;

• recording ownership;

• access;

• storage;

• permitted use;

• retention period;

• editing;

• distribution; and

• any additional licence fee.

Permission to record does not grant ownership of EIDA’s intellectual property.

29. Publicity, logos and announcements

Neither party may use the other party’s name, logo, testimonial or branding publicly without prior approval.

EIDA may describe the Client privately as a client for administrative and business-development purposes but will not publish the relationship without consent.

Any case study, testimonial, photograph, video or public announcement requires separate approval.

30. Outcomes and no guarantee

EIDA will provide the Services with due care and skill.

EIDA does not guarantee:

• a particular financial result;

• employee retention;

• increased revenue;

• promotion;

• employment outcomes;

• resolution of workplace conflict;

• improved performance by every Participant;

• cultural transformation;

• accreditation;

• professional registration; or

• implementation by the Client.

Results depend on participant engagement, leadership support, organisational conditions and ongoing application.

31. Implementation responsibility

The Client retains responsibility for:

• employment decisions;

• performance management;

• remuneration;

• promotions;

• workplace policies;

• legal compliance;

• project decisions;

• client commitments;

• financial decisions; and

• implementation of recommendations.

The Client must exercise its own judgement and obtain specialist advice where appropriate.

32. Non-exclusivity and conflicts

Unless the Proposal states otherwise, the engagement is non-exclusive.

EIDA may provide services to other organisations, including organisations in the same general industry, provided EIDA does not disclose the Client’s Confidential Information.

EIDA will disclose an actual conflict that materially affects its ability to provide the Services impartially.

33. Consumer and small-business protections

Nothing in the agreement excludes, restricts or modifies a right or remedy that cannot lawfully be excluded under the Australian Consumer Law or another law.

Where the Client is protected by unfair contract term legislation, each term is intended to operate only to the extent reasonably necessary to protect a legitimate interest and proportionate to the relevant risk or loss.

34. Limitation of liability

To the maximum extent permitted by law:

1. neither party is liable for indirect, special or consequential loss;

2. EIDA is not liable for decisions made by the Client or Participants after the Services;

3. EIDA is not liable for loss resulting from incomplete or inaccurate Client information;

4. EIDA’s aggregate liability is limited to the Fees paid or payable for the affected Services; and

5. where lawful, EIDA may remedy a service failure by resupplying the Services or paying the reasonable cost of resupply.

The liability cap does not apply to fraud, wilful misconduct, breach of confidentiality, infringement of intellectual property, personal injury caused by negligence or liability that cannot lawfully be limited.

35. Indemnities

The Client indemnifies EIDA against third-party claims arising directly from:

• unsafe Client premises;

• Client Materials infringing third-party rights;

• the Client’s unlawful directions;

• the Client’s breach of privacy obligations; or

• the Client’s material breach of confidentiality.

EIDA indemnifies the Client against third-party claims that authorised use of EIDA-created Program Materials infringes Australian intellectual property rights.

Each indemnity is reduced to the extent the indemnified party caused or contributed to the loss.

36. Insurance

Each party must maintain insurance reasonably appropriate to its activities and legal obligations.

Any specific insurance requirement must be stated in the Proposal.

37. Termination for breach

A party may terminate the agreement if the other party:

• materially breaches the agreement;

• receives written notice describing the breach; and

• fails to remedy a remediable breach within 10 business days.

A party may terminate immediately for:

• serious unlawful conduct;

• insolvency;

• fraud;

• serious safety risk;

• serious confidentiality breach; or

• serious intellectual property misuse.

On termination, the Client must pay for Services provided, approved costs incurred and work reasonably performed up to termination.

38. Dispute resolution

A party claiming a dispute must provide written notice describing it.

The parties must first arrange a good-faith discussion between authorised representatives.

If unresolved within 15 business days, the parties may agree to mediation in Sydney, New South Wales.

This clause does not prevent urgent injunctive relief, debt recovery or use of a statutory remedy.

39. General provisions

Independent contractor

EIDA is an independent contractor. Nothing creates employment, partnership, agency, fiduciary relationship or joint venture.

Assignment

Neither party may assign the agreement without consent, not to be unreasonably withheld.

A party may assign as part of a genuine business sale or restructure if the assignee can perform the obligations and the other party’s rights are not materially reduced.

Subcontracting

EIDA may subcontract parts of the Services but remains responsible for their delivery.

Notices

Formal notices must be sent to the nominated email addresses.

Severability

An invalid provision is to be read down or severed to the minimum necessary extent.

Waiver

Failure to enforce a right does not waive it.

Entire agreement

The contractual documents constitute the entire agreement.

Variation

A variation must be recorded in writing and accepted by authorised representatives.

Electronic execution

The agreement may be accepted and signed electronically and in counterparts.

40. Governing law

The agreement is governed by the laws of New South Wales, Australia.

The parties submit to the non-exclusive jurisdiction of the courts and tribunals of New South Wales.

41. Contact

FOS Collective Pty Ltd
Trading as Elite Interior Design Academy
ABN 89 655 956 013
Email: info@foscollective.com.au