Terms & Conditions

Terms and Conditions


A.   Megan Ward Pty Ltd ACN 663 095 752, trading as iCode School ABN 83 663 095 752 (“ICS”) desires to provide to you (“You”) certain Services as listed in Item 1 of the Schedule and You wish to obtain certain Services as listed in Item 1 of the Schedule from ICS.

B.   IT IS AGREED that in consideration of the mutual covenants and promises hereinafter set forth, the parties agree as follows:


1.  Appointment

(a) You engage ICS to provide the Services as listed in Item 1 of the Schedule (“Services”).

(b) ICS shall provide the Services to You during the period beginning on the Commencing Date, as outlined in Item 2 of the Schedule and continuing until this Agreement terminates.

(c) This Agreement may be terminated with at least one (1) weeks’ notice in writing, given by:

(i) You to ICS; or

(ii) ICS to You; or

(iii) This Agreement terminates on the Terminating Date, as listed in Item 3 of the Schedule.

               (d) You accept this Agreement by:

      (i) Execution (including electronic execution);

      (ii) Paying the Fees; or

      (iii) Continuing to instruct ICS to provide Services.

2. Services

(a) ICS will provide the Services to You and any agreed additional Services from time to time;

(b) ICS is not liable for any loss or damage suffered by You, or any associated representatives, individuals or entities in respect of the Services provided;

(c) ICS is expected to act in good faith, and the best interests of You in the provision of Services under this Agreement;

(d) ICS will act honestly, faithfully and diligently in the provisions of Services under this Agreement;

(e) ICS must comply with all applicable laws, that may be amended from time to time;

(f) ICS must only provide Services as provided for and covered by through applicable Insurances, as outlined in Item 4 of the Schedule;

(f)  ICS must do all things necessary to provide the Services to the reasonable satisfaction of You;

(g) You agree that the appointment of ICS to provide Services under this Agreement is the main subject matter of the bargain, and if you utilise the Services of ICS in any manner, ICS will have been deemed to have performed their obligations under this Agreement and payment of the Fees, as outlined in Item 5 of the Schedule shall be required in full.

(h) You warrant that:

(i) You have the full power and authority (or required consent, where applicable), to enter into this Agreement including for/on behalf of the child/young person;

(ii) You consent to ICS communicating, liaising with and corresponding with key stakeholders in relation to the young person/child, including, but not limited to parents/guardians, family members, school/s, Oosh and any other individuals/organisations/entities which ICS, acting reasonably, considers appropriate for the child/young person;

(iii) You have had the opportunity to obtain legal advice in respect of this Agreement, and have done so or otherwise waives the right to do so;

(iv) You have had the opportunity to discuss the terms and conditions of this Agreement with ICS;

(v) You have disclosed any and all health conditions, diagnosable disorders and other health related matter in writing to ICS and will immediately advise ICS in writing if the health circumstances relating to You change in any manner;

(vi) You have provided access to previous/current reports, diagnosis and associated documentation in relation to the child/young person to ICS;

(vii) You have provided the contact details and information in relation to the various health professionals, including, but not limited to doctors that are involved in the care of the child/young person to ICS;

(viii) You have obtained the required medical reviews, approvals, checks to be a party to this Agreement;

(ix) You agree not to appoint another representative providing the same, or substantially similar Services as provided under this Agreement.

(x) You have provided the names, addresses, role, contact details (including email, mobile, phone) and other relevant information of the Authorised Contacts with whom ICS can discuss the contents of the Services provided under this Agreement for the child/young person as outlined in Item 7 of the Schedule.

3. ICS’s Obligations

(a) ICS must perform the Services in a diligent and professional manner according to any standards that normally apply to the provision of such Services. ICS must ensure that any employees or agents involved in providing the Services, provide the Services in the same manner.

(b) ICS must take out all Insurances required by law, including the Insurances listed in Item 4 of the Schedule. The insurances must be taken out for the minimum amount set out in Item 4 and must be maintained during the term of this Agreement.

(c) ICS is solely responsible for paying the any of ICS’s employees and agents, if any, all remuneration and benefits. This includes salary, superannuation, leave entitlements and any other benefits to which they may be entitled as ICS’s employees, and for otherwise complying with the legislation and industrial awards which are applicable to ICS’s employees.

(d) ICS may collect Personal Information from time to time in the provision of Services under this Agreement and will maintain the secure custody of any Personal Information in accordance with applicable laws.

(e) You acknowledge and agree that, from time to time, ICS may be required to disclose information to other professionals, consultants, representatives, or agents in the provision of Services under this Agreement.

4. Other Work Permitted

(a) ICS may engage in any other work and assignments during the term of this Agreement, and ICS shall use reasonable endeavors to ensure that there is no conflict with ICS’s duties and responsibilities in the provision of Services under this Agreement and any other agreements from time to time.

5. Indemnity

(a) You will indemnify and hold ICS harmless from and against any and all claims, actions, cause of action or liabilities, including legal fees on a solicitor/client basis and disbursements and other professional fees (as applicable) incurred in recovering outstanding Fees, interest, legal costs or any other costs or expenses under this Agreement, which arise out of or result from ICS’s performance of or otherwise in connection with this Agreement.

6. Remuneration

(a) You must pay the fees set out in Item 5, of the Schedule (“Fees”) to ICS.

(b) The Fees are exclusive of any goods and services tax imposed under A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST). Where GST is payable on a supply made by ICS under this Agreement, ICS may charge You an additional amount equal to the GST payable on that supply.

(c) The Fees may be varied by Agreement in writing between ICS and You.

(d) By accepting this Agreement, You agree to pay the applicable Fees to ICS for the provision of Services under this Agreement.

(e) The method in which ICS charges Fees to You may vary from time to time and You shall be notified in writing of such changes.

7. Limitations and Relationship

(a) You acknowledge that that any information or advice provided by ICS to You for the purposes of this Agreement (“Educational Advice”) is general in nature and does not constitute financial, health, investment, legal or any other type of advice.

(b) ICS holds the required licenses and qualifications to provide Educational Advice.

(c) ICS does not hold the required licenses and qualifications to provide advice in other areas, with the exception of Educational Services.

(d) The relationship between ICS and You does not constitute a contract of employment.

(e) You acknowledge that You are wholly responsible for any final decisions in relation to utilising and/or accessing additional services/professionals recommended by ICS.

(f) You accept full responsibility for satisfying itself in relation to all aspects of the Services provided under this Agreement in light of its own priorities, needs and circumstances.

(g) Under no circumstances will ICS be liable to You for any:

    (i) Loss, damage, costs, fees, or compensation arising out of or in connection with your personal decisions; or

    (ii) Indirect, incidental, special, consequential, aggravated, exemplary, and/or punitive damages (for example, in relation to loss of revenue, profits, goodwill, tangible or intangible losses or other economic losses.

(h) You are advised to obtain independent legal, health and financial advices in respect of this Agreement.

(i) ICS may recommend independent third parties, including various professionals from other disciplines and service providers to You for the purposes of this Agreement. You acknowledge that all third parties are independent of ICS and under no circumstances will ICS be liable for the advices, acts or omissions of such third parties.

(j) ICS makes no warranties and disclaims liability in respect of the information provided by third parties (including its accuracy, completeness, suitability and reliability).

(k) If You instruct ICS to engage any third parties on your behalf, you agree to advance, or reimburse ICS immediately upon receipt of an invoice issued by the third party or ICS for, all amounts arising out of or in connection with ICS’s engagement of the third parties.

8. Confidential Information

(a) Each party:

     (i) except as permitted under this clause 8, must keep confidential all Confidential Information of the other party;

     (ii) may use the Confidential Information of the other party solely for the purposes of this Agreement; and

     (iii) may disclose Confidential Information of the other party only: with the prior written approval of the other party, to officers, employees and consultants or advisers of the party or its Related Bodies Corporate (including, but not limited to the party’s insurers, insurance brokers and bankers) who: (i) are aware and agree that the Confidential Information must be kept confidential; and (ii) either have a need to know (and only to the extent that each has a need to know), or as required to be disclosed by law or any order of any court, tribunal, authority or regulatory body.

     (iv) Each party must notify the other party immediately once it becomes aware of any breach of confidentiality and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.

9. Intellectual Property

    (a) You acknowledge and agree that it is a condition of this Agreement that ICS is the owner of all Intellectual Property (IP) rights in all documents, agreements, materials, educational tools or other things created or contributed to by You or that make use of ICS resources/materials.

     (b) If for any reason any creation or contribution of any documents, agreements, materials, educational tools or other things results in any rights, title or interests vesting in You, You must unconditionally and irrevocably assign all of your rights, title and interests to ICS (or any person nominated by ICS) and do all things necessary for this to occur.

     (c) You must, do each of the following, pursuant to this Agreement and IP rights:

     (i) Sign any necessary documents and do all things that ICS may require for perfecting the assignment of the IP rights; and

     (ii) Assist in all administrative and legal procedures before any relevant authority, court or other relevant body brought by, for or against ICS (or any person to whom ICS directs You make an assignment involving IP rights owned by or assigned to ICS pursuant to these provisions.

(d) All materials, educational tools, agreements and other matters related to the Agreement solely remain the property of ICS.

10. Notices

     (a) Any notice given under or in connection with this Agreement (“Notice”):

                 (i) must be in writing and signed by a person duly authorised by the sender;

     (ii) must be addressed and delivered to the intended recipient by hand, by prepaid post, by fax or by email to at the address specified in this Agreement, or last notified by the intended recipient to the sender after the date of this Agreement;

     (iii) is taken to be given and made: in the case of hand delivery, when delivered, in the case of delivery by post, three (3) Business Days after the date of posting (if posted to an address in the same country) or seven (7) Business Days after the date of posting (if posted to an address in another country), and in the case of a fax, on production of a transmission report by the machine from which the fax was sent that indicates the fax was sent in its entirety to the recipient’s fax number, and if under paragraph 9(ii) a Notice would be taken to be given or made on a day that is not a Business Day in the place to which the Notice is sent, or later than 4 pm (local time), it is taken to have been given or made at the start of business on the next Business Day in that place.

(b) A party may serve a Notice by email if the Notice: includes a signature block specifying: the name of the person sending the Notice, and the sender’s position within the relevant party, states in the body of the message or the subject field that it is sent as a Notice under this Agreement, contains an express statement that the person sending the Notice has the authority to serve a Notice under this agreement, is sent to the email address on the cover page or the email address last notified by the intended recipient to the sender.

(c) The recipient of a Notice served under clause 11.4 must: promptly acknowledge receipt of the Notice, and keep an electronic copy of the Notice, Failure to comply with this paragraph 11.5 does not invalidate service of a Notice under this clause.

(d) A Notice sent by email taken to be given or made: when the sender receives an email acknowledgement from the recipient's information system showing the Notice has been delivered to the email address stated above, when the Notice enters an information system controlled by the recipient, or when the Notice is first opened or read by the recipient, whichever occurs first. If under this paragraph a Notice would be taken to be given or made on a day that is not a Business Day in the place to which the Notice is sent, or later than 4 pm (local time), it will be taken to have been given or made at the start of business on the next Business Day in that place.

11. Non-Disparagement

(a) You will not at any time, orally or in writing:

(i)    disparage ICS;

(ii)   make any statement or publication which does, or is likely to, bring ICS into disrepute;

(iii)  make any statement or publication, which may otherwise adversely affect ICS’s reputation; or

(iv)  take any steps that would or may likely disparage or discourage any person from engaging with ICS.

12. Definitions and Interpretation

     (a) In the interpretation of this Agreement, unless the context otherwise requires, the following rules apply:

(i) headings and subheadings are for convenience only and do not affect interpretation;

(ii) words denoting the singular number include the plural, and the converse also applies;

(iii) words denoting any gender include all genders;

(iv) a defined word or expression has corresponding effect in relation to its other grammatical forms;

(v) any reference to dollars or “$” is to Australian currency;

(vi) any reference to a party to any agreement or document includes its executors, administrators, legal personal representatives, successors and permitted assigns and substitutes by way of assignment or novation;

(vii) any reference to any agreement or document includes that agreement or document as amended, ratified, supplemented, novated or replaced at any time;

(ix) any reference to a provision, comprising a clause, recital, schedule, annexure, exhibit, appendix, or attachment, is a reference to a provision of this Agreement;

(x) any reference to any legislation or regulation includes amended, replacement and successor provisions or legislation;

(xi) the words “include”, “including”, “for example”, and similar expressions are used without limitation;

(xii) the expression “at any time” includes reference to past, present and future time and the performance of any action from time to time and any liability at all times during any specified period;

(xiii) any liability, representation or warranty undertaken by, or right conferred on, two or more persons binds or benefits all of those persons jointly and each of them severally;

(xiv) if any provision of this Agreement is wholly or partly invalid, unenforceable, illegal, void or voidable, this Agreement must be construed as if that provision or part of a provision had been severed from this Agreement and the parties remain bound by all of the provisions and part provisions remaining after severance;

(xv) time is of the essence in this Agreement, except that no delay by ICS in exercising any right or power will operate as a waiver of that right or power, nor will any single or partial exercise of any right or power preclude any other of further exercise of that right of power;

(xvi) this Agreement is the entire agreement between the parties and supersedes any and all communications, negotiations, arrangements and agreements, whether oral or written, between the parties in respect of the matters that are the subject of this Agreement;

(xvii) either party will be liable for any delay or failure to perform its obligations pursuant to this agreement where such delay is due to force majeure;

(xviii) this Agreement shall be governed by and construed in accordance with the laws of New South Wales; and

(xix) The Australian Consumer Law provides you with rights that are not affected by this Agreement and any provision in this Agreement is subject to the implied terms and conditions of that and any corresponding Federal legislation.

(b) In the interpretation of this Agreement, unless the context otherwise requires, the following Definitions apply:

            (i) Agreement means these terms and conditions as set out in this document.

(ii) Claim means any claim, notice, demand, debt, action, expense, lien, liability, proceedings, litigation (including legal costs) or judgment.

(iii) Confidential Information means any information which is designated as confidential in the manner provided by this Agreement, or is otherwise confidential or commercially sensitive, and includes any other information which is developed by using such Confidential Information.

(iv) Default means any default under, breach of, non-performance of, noncompliance with, or repudiation of this Agreement or any provision of this Agreement; the occurrence of any event specified or defined in this Agreement to be a default under, or breach of this Agreement, whether or not within the power or control of the defaulting party; any fraud, action, neglect, delay, breach of duty, omission, or other prejudicial conduct under or relevant in relation to this Agreement; or the occurrence of any fact which with the giving of notice, expiry of any period of time, fulfilment of any condition, or occurrence of any other fact would constitute any default within any previous meaning or any default, termination, cancellation, prepayment, or similar event of any nature or description under this Agreement.

(v) Force Majeure means an act, event or cause which is beyond the reasonable control of ICS or You, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires, grievous bodily diseases, pandemic related matters and any natural disasters, acts of war, terrorism, riots, malicious damage, sabotage and strikes.

(vi) GST means a Goods and Services Tax payable pursuant to A New Tax System (Goods and Services Tax) Act 1999 or any related law, by a person as a supplier of goods or services.

(vii) Personal Information means the definition provided as in the Privacy Act 1988 (Cth).


The Services to be provided by Megan Ward Pty Ltd & ICS shall include the following:

(a) Provide holistic positive behaviour enhancement for children, young people, families and their wider network;

(b) Offer a range of consultancy consulting services (including classes, seminars and various webinars) to schools, external agencies and independent people/individuals;

(c) Expertise and advices in:

(i) Holistic behaviour analysis;

(ii) Behaviour support plans;

(iii) Risk assessments and reports;

(iv) Behaviour planning and integrative therapy; and

(v) Various art therapy classes and seminars, educational programs and

(d) Attend home visits and/or onsite visits and remote supports (where applicable/required).

Commencing Date:  

As booked 

Terminating Date

As booked

Insurances and Certifications:

ICS has and shall maintain the following insurances (as applicable and required from time to time):

(a)    Professional Indemnity and Public Liability Insurance

(b) Current Working with Children Check

(c) Police Check

(d) First Aid, CPR and Anaphylaxis


The Fees are to be paid in advance (full payment) or in ongoing/frequent payments as follows and as directed by ICS. Refunds will not be provided for change of mind, no rain-checks or classes in lieu, no transfers, catch up classes will be provided for cancellation of classes by ICS at a time directed by ICS.


Megan Ward, 27 White St, Greta, Director, admin@icodeschool.com.au, 0480080256, 663 395 752

Authorised Contacts

Please Agree to the Terms and Conditions by providing the following below and agreeing to enrolment form: 

Name/s, Address, Role, Contact Details (including email, mobile, phone etc), ACN/ABN (if applicable)

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