Terms of Service

1. Services We Provide

Catalyst provides learning, development and organisational capability services. These include:

• Facilitated workshops and learning programs (in-person and virtual).
• KBN (Known By Name) 360 assessments and professional reputation diagnostics.
• AI-powered practice simulations and role-play exercises.
• Consulting, coaching and advisory services related to learning and development strategy.

The specific scope, deliverables, timeline and fees for any engagement will be set out in a proposal, statement of work or written agreement ("Service Agreement") provided to the Client before work commences. Where any conflict exists between these Terms and a Service Agreement, the Service Agreement will prevail to the extent of the inconsistency.

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2. Engagement and Acceptance

An engagement is formed when:

• the Client signs or countersigns a Service Agreement or proposal;
• the Client provides written confirmation (including email) accepting a proposal or quote; or
• the Client makes payment of any deposit or fee, whichever occurs first.

Verbal agreements or informal discussions do not constitute a binding engagement unless subsequently confirmed in writing.

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3. Fees and Payment

All fees will be set out in the applicable Service Agreement. Unless otherwise agreed in writing:

• A deposit of 50% of the total engagement fee is due upon acceptance, with the balance due prior to delivery or within 14 days of invoice, whichever is earlier.
• Fees are quoted in Australian dollars and are exclusive of GST, which will be added where applicable.
• Travel, accommodation and other disbursements reasonably incurred in delivering services will be charged at cost, with prior Client approval where practicable.

Late payments will incur interest at the rate of 2% per month on outstanding amounts. Catalyst reserves the right to suspend services where invoices remain unpaid for more than 14 days beyond the due date.

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4. Cancellation and Rescheduling

We understand that plans change. The following cancellation terms apply unless otherwise specified in the Service Agreement:

• More than 14 business days before the scheduled date: full refund of any amounts paid, less a 10% administration fee.
• 7 to 14 business days before the scheduled date: 50% of the engagement fee is payable.
• Fewer than 7 business days before the scheduled date: 100% of the engagement fee is payable.

Rescheduling requests made with reasonable notice (at least 7 business days) will be accommodated where possible at no additional cost, subject to facilitator availability. Multiple reschedules may attract a rebooking fee.

Catalyst reserves the right to cancel or reschedule a session due to facilitator illness, emergency or other circumstances beyond our reasonable control. In such cases, we will offer an alternative date or a full refund.

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5. Intellectual Property

All intellectual property developed, owned or licensed by Catalyst, including the KBN methodology, assessment frameworks, workshop content, facilitation guides, AI simulation designs, reports, tools, templates and associated branding, remains the exclusive property of Catalyst Enablement Group Pty Ltd.

Clients are granted a limited, non-exclusive, non-transferable licence to use materials provided as part of an engagement, solely for internal learning and development purposes and for the duration specified in the Service Agreement. This licence does not include the right to:

• reproduce, adapt or redistribute Catalyst materials to third parties;
• use Catalyst methodologies or frameworks to develop competing products or services;
• reverse-engineer, decompile or otherwise extract the underlying logic of any proprietary assessment or AI-powered tool; or
• remove, alter or obscure any proprietary notices or branding.

Any materials or outputs specifically created for a Client as a bespoke deliverable (e.g. a customised workshop tailored to the Client’s context) will be identified in the Service Agreement. The Client may use such bespoke deliverables internally, but the underlying methodology and frameworks remain Catalyst’s property.

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6. Recording of Sessions

No workshop, coaching session, facilitated discussion or AI simulation session may be recorded (audio, video or screen capture) by the Client or any participant without prior written consent from Catalyst.

Catalyst may record virtual sessions (including video, audio, shared screen content and chat messages) for the purposes of program delivery, quality assurance or participant reference. Catalyst will provide prior notice before recording any session. Participants who do not wish to be recorded may notify the facilitator at the start of the session, and reasonable accommodations will be made.

Where recording is agreed or conducted, the recording is provided for the Client’s internal reference only and may not be shared externally, edited or repurposed without Catalyst’s written permission. Recordings are retained in accordance with the retention schedule set out in our Privacy Policy.

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7. KBN 360 Assessments

The KBN (Known By Name) 360 assessment is a proprietary professional reputation diagnostic. The following additional terms apply to KBN engagements:

• Assessment data is collected from reviewers nominated by the participant and is treated with strict confidentiality.
• Individual reviewer responses are aggregated in all reports. The specific responses each reviewer gave are not disclosed to the participant or to the commissioning organisation. Participants are also not informed which nominated reviewers did or did not complete their review.
• Reviewers are provided with a link to our Privacy Policy before commencing their review and are asked to acknowledge they have read it. Reviewer data is processed under contractual necessity (the agreement between Catalyst and the commissioning organisation) as described in our Privacy Policy.
• Personalised assessment reports are provided to the participant only. Catalyst does not share personalised reports with the commissioning organisation. Where agreed as part of the program of work, aggregated or summary scoring data may be provided to the commissioning organisation to support program-level insights. Reports will not be shared with any other party without the participant’s written consent.
• Reviewers may request access to, correction of, or deletion of the response data they provided by contacting Catalyst directly. The process for handling such requests is described in our Privacy Policy.
• Catalyst retains the right to use anonymised, aggregated assessment data for research, benchmarking and product development purposes. No individual or organisation will be identifiable in any such use.
• The KBN assessment is a developmental tool designed to support professional growth. It is not a psychometric test and should not be used as the sole basis for employment, promotion or performance management decisions.

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8. AI-Powered Practice Simulations

Certain Catalyst programs incorporate AI-powered practice simulations and role-play exercises. Our qualified practitioners design, test and facilitate all AI-powered learning activities. AI is used as an assistive tool within this process. It does not replace human judgement or professional advice. The following terms apply:

• AI simulations use large language model technology to generate realistic practice scenarios and real-time feedback during learning sessions. All AI-powered activities are designed and tested by Catalyst practitioners before deployment.
• Participant inputs and responses are processed by AI providers to generate real-time feedback during the session. Session transcripts and related data are retained as part of the participant’s account and follow the retention schedule described in our Privacy Policy (archive at 6 months of inactivity, anonymise at 12 months).
• Catalyst does not use participant data from AI simulations to train or fine-tune AI models. We select AI providers whose data processing terms explicitly prohibit the use of customer data for model training.
• Where AI processing involves data transfer outside Australia, Catalyst ensures that equivalent data protection standards are applied, consistent with the Australian Privacy Principles. Current AI providers are listed in our Privacy Policy.
• AI-generated feedback is provided as a learning aid and should be interpreted within the context of the broader program. Catalyst does not warrant that AI-generated feedback is comprehensive, error-free or suitable for any purpose beyond professional development.

For further detail on our approach to responsible AI use, please refer to our AI Use & Ethics Statement, available on our website at catalystenablement.com.au.

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9. Acceptable Use

Clients, participants and reviewers agree not to:

• submit false, misleading or fraudulent information through the Platform, including impersonating another person when completing a review;
• use the Platform or any Catalyst service to harass, intimidate or discriminate against any individual;
• attempt to identify individual reviewer responses through any means, including process of elimination, coercion or technical exploitation;
• interfere with, disrupt or attempt to gain unauthorised access to the Platform or its underlying infrastructure;
• use the Platform or Catalyst materials for any purpose other than their intended professional development purpose; or
• use automated tools, scripts or bots to interact with the Platform without Catalyst’s prior written consent.

Catalyst reserves the right to suspend or terminate access to the Platform for any user who breaches these acceptable use requirements, without liability and without prejudice to any other rights or remedies.

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10. Platform Availability

The Known By Name platform is provided on an "as available" basis. While we take reasonable steps to maintain the reliability and availability of the Platform, we do not guarantee uninterrupted, error-free or continuous access. Scheduled maintenance, infrastructure outages, third-party service disruptions or events beyond our reasonable control may result in temporary unavailability.

Catalyst will use reasonable efforts to provide advance notice of planned maintenance where practicable. Catalyst shall not be liable for any loss or damage arising from temporary unavailability of the Platform.

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11. Confidentiality

Both parties agree to treat as confidential any information that is identified as confidential or that, by its nature, would reasonably be considered confidential. This includes:

• proprietary methodologies, tools and assessment frameworks (Catalyst’s confidential information);
• organisational strategies, employee data and program outcomes (Client’s confidential information); and
• individual participant responses, assessment results, reviewer responses and feedback (participant and reviewer confidential information).

Confidential information will not be disclosed to third parties without prior written consent, except where required by law or regulation, or where disclosure is necessary to deliver the agreed services (e.g. to a sub-contractor bound by equivalent confidentiality obligations).

This obligation survives the termination of any engagement and continues for a period of three (3) years, or indefinitely in respect of trade secrets and proprietary methodologies.

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12. Subcontractors

Catalyst reserves the right to engage qualified subcontractors to deliver services on its behalf. All subcontractors are bound by confidentiality, intellectual property and data protection obligations equivalent to those in these Terms. Catalyst remains responsible for the quality of services delivered by its subcontractors.

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13. Data and Privacy

Catalyst collects, uses and stores personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Full details of our data practices are set out in our Privacy Policy, available at catalystenablement.com.au/privacy.

Key commitments:

• We collect only the personal information necessary to deliver our services.
• We do not sell, trade or share personal information for marketing purposes.
• Data is stored securely using encryption, restricted access controls and trusted third-party platforms.
• Participants and reviewers have the right to access, correct or request deletion of their personal information at any time, subject to the process described in our Privacy Policy.
• In the event of a data breach that is likely to result in serious harm, we will notify affected individuals and the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches scheme.

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14. Marketing and Testimonials

The Client agrees that Catalyst may reference the Client’s name and a general description of the engagement for marketing and portfolio purposes, unless the Client notifies Catalyst in writing that it does not consent. The Client may withdraw this consent at any time by notifying Catalyst in writing. Catalyst will not disclose confidential details of any engagement without the Client’s prior written approval.

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15. Limitation of Liability

To the maximum extent permitted by law:

• Catalyst’s total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.
• Catalyst shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of data, business interruption or reputational damage, howsoever arising, even if Catalyst has been advised of the possibility of such damages.
• Catalyst does not warrant that its services will achieve any particular outcome. Our programs are designed to support learning and professional development, and results depend on a range of factors including participant engagement, organisational context and implementation.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Australian law, including liability under the Australian Consumer Law for services that are not rendered with due care and skill.

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16. Indemnity

The Client agrees to indemnify and hold harmless Catalyst, its directors, employees and contractors from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• the Client’s breach of these Terms or any Service Agreement;
• the Client’s misuse of Catalyst materials, reports or assessment data;
• any claim by a third party arising from the Client’s use of services or materials provided by Catalyst, except to the extent caused by Catalyst’s negligence or wilful misconduct; or
• the Client’s failure to comply with applicable laws or regulations in connection with the engagement.

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17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond the party’s reasonable control, including natural disaster, pandemic, government action, industrial disputes or failure of third-party technology platforms. The affected party will notify the other party as soon as practicable and use reasonable efforts to mitigate the impact.

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18. Termination

Either party may terminate an engagement:

• by providing 14 days’ written notice to the other party;
• immediately, if the other party commits a material breach of these Terms or any Service Agreement and fails to remedy the breach within 14 days of receiving written notice of the breach; or
• immediately, if the other party becomes insolvent, enters administration or ceases to carry on business.

Upon termination, the Client will pay for all services delivered and expenses incurred up to the date of termination. Clauses relating to intellectual property, confidentiality, limitation of liability and indemnity survive termination.

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19. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms in good faith through the following process:

• The parties will first attempt informal resolution through direct discussion between authorised representatives.
• If the dispute is not resolved within 14 days, either party may refer the matter to mediation administered by the Resolution Institute (or a similar body agreed by the parties), with costs shared equally.
• If mediation does not resolve the dispute within 30 days of referral, either party may pursue the matter through the courts of Victoria, Australia.

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20. General Provisions

• Governing law: These Terms are governed by the laws of Victoria, Australia.
• Entire agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties in relation to the subject matter.
• Amendments: Catalyst may update these Terms from time to time. The current version will always be available on our website at catalystenablement.com.au/terms-of-service. Material changes will be communicated to active Clients.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Assignment: The Client may not assign or transfer its rights or obligations under these Terms without Catalyst’s prior written consent.
• Notices: Any formal notice under these Terms must be in writing and sent to the addresses set out in the Service Agreement or, if none, to info@catalystenablement.com.au.
• Waiver: A failure to exercise a right under these Terms does not constitute a waiver of that right.