Effective from 14 June 2026

1. ABOUT THESE TERMS

These Business Terms and Conditions (Terms) apply to services, products and access supplied by Circular Project Solutions Pty Ltd ACN 688 958 474 trading as Jo Knott, ABN 24 688 958 474 (we, us or our).

These Terms are intended to apply across our business, including safety leadership and workplace health and safety training, e-learning, course licences, memberships, consulting, operational and financial clarity services, mentoring, facilitation, workshops, speaking engagements, digital products, resources and any other service or product we agree to provide (Services).

These Terms operate together with any proposal, quote, statement of work, booking page, checkout page, order form, licence schedule, invoice, email confirmation or other written description of the Services (Service Details). If there is an inconsistency, the Service Details prevail to the extent of the inconsistency.

Our Privacy Policy and any service-specific terms referred to in the Service Details also form part of the agreement between us.

2. ACCEPTANCE

You accept these Terms when you do any of the following: confirm acceptance in writing or by email; sign a proposal or order form; submit a booking, enrolment or purchase; create or use an account; make a part or full payment; click an acceptance checkbox; access or use the Services; or instruct us to commence work.

If you accept these Terms for a company, organisation or other entity, you warrant that you have authority to bind that entity. In that case, you and your refer to that entity and, where relevant, its authorised users.

You must not purchase or use the Services if you do not agree to these Terms.

3. SERVICE DETAILS AND SCOPE

We will provide the Services described in the applicable Service Details with due care and skill.

The scope, deliverables, timing, access period, authorised users, fees, payment arrangements and any assumptions or exclusions will be set out in the Service Details.

Any work outside the agreed scope is a variation. We may provide a revised quote, fee estimate or timeframe before completing a variation. A variation is accepted when you approve it in writing, pay an associated invoice, or instruct us to proceed.

Dates and timeframes are estimates unless expressly stated to be fixed. Our ability to meet them may depend on you providing timely instructions, information, approvals, access and feedback.

We may use suitably qualified employees, contractors and third-party providers to help deliver the Services. We remain responsible for the Services we agree to provide, subject to these Terms.

4. YOUR RESPONSIBILITIES

You must provide complete, accurate and timely information, instructions, content, access, approvals and cooperation reasonably required for us to provide the Services.

You are responsible for reviewing deliverables and notifying us promptly of any material error, omission or concern.

You must obtain any permissions, consents, licences and approvals required for information, materials, workplaces, systems or people you make available to us.

You must ensure your employees, contractors, participants and authorised users comply with these Terms and any reasonable instructions relating to the Services.

You remain responsible for your organisation, decisions, workplace, workers, legal obligations and implementation of any information or recommendations provided through the Services.

5. FEES, GST AND PAYMENT

You must pay the fees and other amounts set out in the Service Details or invoice. Unless stated otherwise, all amounts are in Australian dollars and exclude GST.

Invoices must be paid by the due date shown on the invoice. For online purchases, payment is due at checkout unless another arrangement is stated.

You authorise us and our payment provider to process payments using the payment method you select. You are responsible for keeping payment details current.

If an amount is overdue, we may suspend Services, withhold deliverables or access, and charge reasonable recovery costs. We may also charge interest at the Reserve Bank of Australia cash rate plus 8% per annum, calculated daily, to the extent permitted by law.

You must reimburse reasonable third-party expenses or disbursements only where they are included in the Service Details or approved by you in advance.

6. SUBSCRIPTIONS, MEMBERSHIPS AND RECURRING PAYMENTS

Where Services are supplied by subscription or membership, the billing cycle, minimum term and inclusions will be stated in the Service Details.

Unless the Service Details state otherwise, subscriptions renew automatically at the end of each billing cycle until cancelled.

You may cancel a renewing subscription by giving notice at least 7 days before the next billing date. Cancellation takes effect at the end of the current paid billing cycle. Amounts already paid are not refundable except where required by law.

We may change subscription fees or inclusions by giving reasonable advance notice. The change will apply from a future renewal date. You may cancel before the change takes effect.

7. BOOKINGS, RESCHEDULING AND CANCELLATION

Any service-specific cancellation, transfer or rescheduling terms stated in the Service Details apply.

If no service-specific terms are stated and you cancel a booked consulting, mentoring, facilitation, workshop or speaking service, we may retain or charge: 25% of the fee where cancellation occurs more than 14 days before delivery; 50% where cancellation occurs between 7 and 14 days before delivery; and 100% where cancellation occurs less than 7 days before delivery. We will take reasonable steps to reduce avoidable loss.

A request to reschedule is subject to availability and may incur reasonable costs already committed or caused by the change.

If we need to cancel or materially reschedule a Service, we will offer a reasonable alternative, credit or refund for the affected part of the Service, except where the change results from circumstances beyond our reasonable control.

Digital products, immediately accessible content and completed Services are not refundable for change of mind, subject always to your rights under the Australian Consumer Law.

8. ACCOUNTS, PLATFORMS AND TECHNOLOGY

You may need an account to access some Services. You must provide accurate information, keep login details confidential and notify us promptly of suspected unauthorised access.

Accounts, subscriptions and licences are personal to the individual or entity named in the Service Details. You must not share access, copy login details, exceed authorised user numbers or allow use by a related entity or third party unless we agree in writing.

You are responsible for compatible devices, software, internet access and reasonable cybersecurity controls.

We may use third-party platforms to deliver Services. Their separate terms and privacy practices may apply. We are not responsible for outages, security incidents or changes caused by a third-party platform, but we will take reasonable steps to assist where appropriate.

We may suspend or restrict access where reasonably necessary to protect security, investigate misuse, address non-payment or prevent a breach of these Terms.

9. COURSE LICENCES AND CORPORATE ACCESS

Course licences are limited to the access period, entity, sites, courses and authorised user numbers specified in the Service Details.

Unless expressly agreed otherwise, a corporate licence does not permit use by parent companies, subsidiaries, related bodies corporate, joint ventures, clients, suppliers or subcontractors.

You are responsible for allocating access only to authorised users, maintaining accurate participant information and ensuring users complete training honestly and individually.

Certificates, completion records and quiz results indicate participation in the relevant learning activity. They do not by themselves establish competence, authorisation, licensing, site induction or compliance with a legal duty.

We may correct, update, replace or withdraw course content where reasonably necessary for accuracy, safety, legal compliance, technology or quality.

10. MENTORING, ADVISORY AND CONSULTING SERVICES

Mentoring, business clarity, operational, financial and leadership Services are educational and advisory in nature. They do not constitute legal, accounting, taxation, investment, financial product, medical or psychological advice.

We may discuss options, observations, frameworks and recommendations, but you are responsible for deciding whether and how to act on them and for obtaining advice from appropriately qualified professionals.

We do not guarantee a particular commercial, financial, operational, relationship, employment, safety or other outcome.

Unless expressly included in the Service Details, our Services do not include implementation, ongoing management, auditing, certification, assurance, representation before a regulator, or preparation of legal or financial advice.

11. HEALTH, SAFETY AND HIGH-RISK SERVICES

Health and safety content, training and advice must be considered in the context of the applicable workplace, work activity, workforce, plant, environment and legal requirements.

Unless expressly agreed in the Service Details, our Services are general educational or advisory Services and do not include site-specific risk assessment, engineering advice, statutory certification, competency assessment, legal advice, medical advice, auditing or implementation of a workplace health and safety management system.

You remain responsible for identifying hazards, assessing and controlling risks, consulting with workers, complying with applicable laws and standards, confirming competency and authorisation, and obtaining site-specific or specialist advice.

You must not rely on a course, template, checklist or general discussion as a substitute for your own legal duties, workplace processes or competent professional judgement.

12. CLIENT CONTENT AND INFORMATION

You retain ownership of content, documents, data, branding and other materials you provide to us (Client Content).

You grant us a non-exclusive, royalty-free licence to use, copy, adapt and store Client Content only to the extent reasonably necessary to provide the Services, administer our business, meet legal obligations and exercise our rights under these Terms.

You warrant that you have the right to provide Client Content to us and that our permitted use of it will not infringe another person's rights or breach any law.

We will not publish or commercially reuse identifiable Client Content outside the agreed Services without your permission, except where the material has been lawfully de-identified or we are required by law.

13. OUR INTELLECTUAL PROPERTY

We retain ownership of all intellectual property we owned or developed independently of the Services, including our frameworks, methods, templates, course structures, training content, tools, know-how, branding and business processes (Background IP).

Unless the Service Details expressly state that intellectual property is assigned to you, we also own intellectual property created in providing the Services, excluding Client Content.

Once all applicable fees are paid, we grant you a non-exclusive, non-transferable licence to use deliverables supplied to you for your internal business purposes and only for the period, users and purpose stated in the Service Details.

You must not copy, reproduce, modify, adapt, translate, publish, distribute, sell, sublicense, share, upload, record, reverse engineer or create derivative works from our intellectual property except as expressly permitted in writing or by law.

Where we agree that a custom development uses shared intellectual property, each party's ownership and permitted use will be set out in the Service Details. No assignment occurs unless expressly stated in writing.

14. RECORDINGS, PHOTOGRAPHS AND PUBLICITY

You must not record, photograph, reproduce or distribute a session, workshop, course or presentation without our prior permission.

We will seek appropriate consent before using an identifiable testimonial, recording, photograph, video, logo or case study for marketing or publicity. Consent may be withdrawn for future use by contacting us, although this may not require us to recall material already lawfully published or distributed.

We may state in general terms that we provide services within a particular industry or service category, provided we do not identify you or disclose your Confidential Information without permission.

15. CONFIDENTIALITY

Each party must keep the other party's Confidential Information confidential, protect it using reasonable care and use it only for the purposes of the Services and the relationship between the parties.

A party may disclose Confidential Information to its personnel and professional advisers who need it and are subject to confidentiality obligations, to a service provider where reasonably necessary, with consent, or where required by law.

Confidentiality obligations do not apply to information that is public other than through a breach, was already lawfully known, is independently developed, or is lawfully received from another source.

This clause continues after completion or termination of the Services.

16. PRIVACY

We handle personal information in accordance with applicable privacy laws and our Privacy Policy.

You must only provide personal information to us where you are authorised to do so and where any required notices and consents have been given.

Where you purchase or administer training for other people, you are responsible for ensuring they understand that their information may be provided to us and relevant service providers for enrolment, delivery, support, reporting and certification.

No online system is completely secure. To the extent permitted by law, we are not liable for unauthorised access or loss caused by events outside our reasonable control, provided we have taken reasonable steps appropriate to the circumstances.

17. THIRD-PARTY SERVICES AND LINKS

The Services may refer to, integrate with or depend on third-party products, platforms, websites, venues, specialists or service providers.

Unless we expressly agree otherwise, third-party services are supplied under the third party's terms and at your risk. A referral or link is not a guarantee or endorsement.

We are not responsible for the acts, omissions, availability, advice, products, security or performance of third parties outside our reasonable control.

18. AUSTRALIAN CONSUMER LAW

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

Where the Australian Consumer Law permits us to limit a remedy for failure to comply with a consumer guarantee, our liability is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

19. LIABILITY AND DISCLAIMERS

Except for rights that cannot be excluded by law, the Services and all content are provided without any guarantee of a particular result.

To the extent permitted by law, we are not liable for indirect, incidental, special or consequential loss, loss of profit, revenue, opportunity, goodwill, data or anticipated savings, or business interruption.

To the extent permitted by law, our total aggregate liability arising from or relating to the Services is limited to the amount you paid us for the specific Services giving rise to the claim during the 12 months before the event giving rise to liability.

The limitations in this clause do not apply to liability that cannot lawfully be limited or excluded.

You must take reasonable steps to mitigate any loss you suffer.

20. INDEMNITY

To the extent permitted by law, you indemnify us against reasonable loss, liability, cost or claim arising from your breach of these Terms, unlawful conduct, infringement of third-party rights, misuse of the Services, or inaccurate or unauthorised Client Content.

Your liability under this indemnity will be reduced to the extent that our negligence, breach or unlawful conduct caused or contributed to the loss.

21. SUSPENSION AND TERMINATION

Either party may terminate ongoing Services by giving any notice required in the Service Details.

We may suspend or terminate Services immediately by written notice if you fail to pay an overdue amount, materially breach these Terms and fail to remedy a remediable breach within a reasonable period after notice, misuse our intellectual property or systems, create an unreasonable safety or legal risk, or engage in conduct that makes the working relationship unworkable.

You may terminate immediately if we materially breach these Terms and fail to remedy a remediable breach within a reasonable period after notice.

On completion or termination, you must pay for Services performed, committed costs, approved expenses and any applicable cancellation amount up to the effective date. We will refund any prepaid amount relating solely to Services we will not provide, except where the amount is non-refundable under an agreed cancellation term or by law.

Access licences and accounts end when the applicable term ends or the Services are terminated. Clauses intended by their nature to continue, including payment, intellectual property, confidentiality, liability, indemnity and dispute resolution, survive.

22. DISPUTE RESOLUTION

A party raising a dispute must notify the other party in writing, describe the issue and the outcome sought, and allow a reasonable opportunity for the parties to meet and attempt to resolve it in good faith.

If the dispute is not resolved within 20 business days after notice, either party may propose mediation through the Resolution Institute or another agreed mediator. The parties will share the mediator's fee equally unless agreed otherwise.

Nothing in this clause prevents a party seeking urgent interlocutory relief, recovering an undisputed debt, or exercising a right that cannot lawfully be restricted.

23. CHANGES TO THESE TERMS

We may update these Terms from time to time by publishing a revised version and an updated effective date.

Changes will apply to new purchases and bookings from the effective date. For an existing fixed-term Service, the version accepted when that Service was purchased will continue to apply unless a change is required by law or you agree otherwise.

For a renewing subscription or membership, we will give reasonable notice of a material change before it applies to a future renewal.

24. GENERAL

Notices under these Terms may be sent by email to the most recent email address provided by the receiving party.

Neither party may assign its rights or obligations under these Terms without the other party's prior written consent, except that we may assign these Terms as part of a genuine sale or restructure of our business on notice to you.

We are not liable for any delay, interruption, suspension, loss of access or failure to deliver the Services to the extent caused by a third-party platform, hosting provider, internet service provider, payment processor, software provider, cybersecurity incident, utility failure, natural disaster, government action, industrial dispute, public health event or other circumstance beyond our reasonable control.

If part of these Terms is invalid or unenforceable, it will be read down or severed and the remainder will continue.

A failure or delay in exercising a right is not a waiver of that right.

These Terms and the Service Details form the entire agreement about the Services and replace prior discussions or representations about the same subject matter.

These Terms are governed by the laws of Queensland, Australia. The parties submit to the courts of Queensland and courts entitled to hear appeals from them.

25. CONTACT DETAILS

Circular Project Solutions Pty Ltd ACN 688 958 474 trading as Jo Knott

ABN 24 688 958 474

Email: [email protected]

Website: joknott.com.au

26. DEFINITIONS

Confidential Information means non-public information about a party's business, operations, finances, clients, workers, methods, systems, intellectual property, plans and affairs, whether or not marked confidential, but excludes information described in clause 15.

Service Details means any proposal, quote, statement of work, booking page, checkout page, order form, licence schedule, invoice, email confirmation or other written description of the Services accepted by you.

Services has the meaning given in clause 1 and includes any associated product, content, access, licence, deliverable or resource we supply.