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Legal
Carnet Terms of Use
ChamberCertify Platform Terms of Use
Customer service charter
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Privacy policy
Trade Promotion Lotteries
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Information classificationVulnerability disclosure policy
VCCI Terms and Conditions
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WPR Proposal Terms and Conditions
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WPR Proposal Terms and Conditions


Last updated October 2026

1.  Introduction
1.1 These Terms and the Engagement Proposal together form the Agreement between the parties and apply to the delivery of the Services. Where there is any inconsistency between these Terms and the Engagement Proposal, the Engagement Proposal prevails to the extent of the inconsistency.
1.2 Our Services exclude the provision of legal services and advice and secondment services. 
1.3 You can accept these Terms by signing the Engagement Proposal where indicated and returning to Us, or by continuing to instruct us in relation to the Services. 
2.  Our Services
2.1 Any Deliverable provided in the provision of the Services is for Your sole use and benefit and shall not be provided or made available to any third party, without prior written consent from Us.
2.2 Unless otherwise agreed with You in writing, We will not update or revise our Deliverable once delivered to You in final form (Final Deliverable). 
2.3 We will not be responsible for any changes You make to the Final Deliverable and You are responsible and accountable for managing Your business and affairs, including whether to implement Our advice or recommendations. 
2.4 We may engage Assisting Parties to assist Us in the provision of the Services. 
2.5 Deliverables are prepared solely for the purposes identified in the Engagement Proposal and based on the information and documentation provided to Us and available at the time the Deliverable is prepared. We do not accept responsibility or liability for any use of, or reliance upon, a Deliverable for any purpose other than the purpose for which it was prepared, unless We have provided Our prior written consent.
2.6 We own Our internal working papers and all Intellectual Property Rights in the Deliverable. We grant You a non-exclusive, revocable, non-transferable, royalty-free licence to use the Intellectual Property Rights in the Deliverable for any use or purpose set out in the Engagement Proposal or as otherwise agreed by Us in writing. 
2.7 This Agreement does not affect the ownership of any Intellectual Property Rights in the materials made available to Us by You or Your authorised representative. You grant Us a non-exclusive, non-transferable, royalty-free licence to use any Intellectual Property Rights in the materials provided and warrant that Our use of such material does not infringe the rights of any third party.
3.  Our Fees
3.1 Our Fees and Expenses are exclusive of GST (unless stated otherwise). In addition to the amount payable, You must pay Us any GST applicable to any Taxable Supplies We make, and We will provide You with invoices for those Services.
3.2 You agree to pay Our Fees and Expenses as set out in the Engagement Proposal, plus any applicable GST, within the timeframe specified on our invoice. 
3.3 We reserve the right to review Our rates. We will notify You in writing of any changes to the Fee. If We do not receive a response from You, it is agreed that You consent to the new Fee and resulting variation to this Agreement. The parties acknowledge and agree that a fee variation implemented under this clause does not require a signed variation under clause 11.2.
4. Use of Information
4.1 In the course of providing the Deliverables, either party may disclose Confidential Information to the other and the recipient of such information shall keep it confidential except as provided for in this Clause 4. Each party will protect the other’s Confidential Information as it would protect its own, using at least a reasonable standard of care. 
4.2 Each party may disclose the other’s Confidential Information:
(a) to its Personnel in the provision of the Deliverables; 
(b) to its insurers and professional advisors;
(c) to the extent required by Law; or 
(d) with the prior written consent of the disclosing party. 
4.3 On termination or expiry of this Agreement, or at the request of the disclosing party, unless otherwise required to be retained under any Law, the recipient must return, destroy or irretrievably delete all copies of the Confidential Information and Personal Information in its possession or control, in whatever form received or held as soon as it is no longer required for the purposes of providing the Deliverables, to the party to whom it belongs. This includes any copies of such Confidential Information and Personal Information. 
4.4 In providing the Deliverables, both parties must comply with the Australian Privacy Principles and the Privacy Act 1988 (Cth).
4.5 You agree that VCCI may collect, hold, use, and disclose Personal Information as set out in VCCI’s Privacy Policy available from www.victorianchamber.com.au.
4.6 You agree and warrant that You have provided all necessary notifications for, and obtained all necessary consent to, the disclosure and use of any Personal Information and Confidential Information by VCCI as contemplated by this Agreement and VCCI’s Privacy Policy. 
4.7 VCCI may use and disclose Your name, contact details, logo, and a description of the Services for marketing purposes.
4.8 You acknowledge and agree you must seek and obtain VCCI’s prior written consent before using any Artificial Intelligence platform or technology under this Agreement. By providing such consent, VCCI does not waive any other right, duty, condition or interest under this Agreement.
4.9 You acknowledge and agree that VCCI is entitled (in addition to any entitlement to damages) to seek an injunction or other equitable relief with respect to any actual, threatened or anticipated breach by You of this Clause 4 and without the need for VCCI to prove any special damage.
5.  Liability
5.1 To the extent permitted by Law, Our maximum aggregate liability under this Agreement for any loss, including without limitation, liability for any negligent act or omission by Us, shall be limited to five times the Fees paid or payable to Us under this Agreement.
5.2 To the extent permitted by Law, neither party is liable to the other party or to any other person for any indirect or consequential loss or damage, including without limitation loss of profits, loss of revenue, loss of production, denial of opportunity, loss of access to markets, business interruption, loss of data, loss of goodwill, loss of reputation, damage to future reputation, damage to credit rating, loss of use and indirect, remote, abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.
5.3 If a guarantee or other provision is implied or imposed by Law in connection with the Services or this Agreement, and We are permitted to do so, Our liability for breach of that guarantee or other provision is limited to one of the following at Our election: 
(a) the re-supply of the Services; or
(b) the payment of the cost of having the Services re-supplied.
6.  Indemnity
6.1

You indemnify VCCI against any loss, liability, claim, damage, cost or expense (including legal costs on a full indemnity basis) arising from:

(a) any breach of this Agreement by You;
(b) any inaccurate, incomplete or misleading information provided by You or on Your behalf; and
(c) any claim by a third party arising from Your use of a Deliverable other than in accordance with this Agreement.
7. Warranties
7.1 You warrant that:
(a) Your execution and delivery of this Agreement has been properly authorised and will not breach any applicable Laws;
(b) The material made available to Us by You or Your authorised representatives is accurate, true and complete;
(c) You have full power to execute, deliver and perform Your obligations under this Agreement;
(d) You will not bring VCCI’s reputation into disrepute;
(e) You will not expose the individuals providing the Services to unreasonable physical or personal risk; and
(f) You have the right to enter into this Agreement and receive the Deliverables.
7.2 You acknowledge that We are entitled to rely upon the accuracy, completeness and validity of information and documentation provided by You or on Your behalf without independent verification. Our Services and Deliverables are provided on the basis of that information. We are not responsible for any loss, liability, delay, cost, or expense arising from any incomplete, inaccurate, or misleading information or documentation provided by You or on Your behalf.
8. Dispute Resolution
8.1 If a Dispute between You and Us arises, before commencing legal proceedings in respect of the Dispute:
(a) the party raising the Dispute shall provide the other party with a notification of dispute which both parties acknowledge and agree is not a notice of arbitration; and
(b) the parties shall engage in confidential senior level negotiations within 14 days of provision of the notification of dispute with a view of resolving the Dispute; and
(c) should such negotiations not be successful in resolving the Dispute within a further 14 days, You agree to participate in mediation as soon as practicable, in accordance with such rules as the parties may agree, or failing such agreement, as specified by the President of the Law Institute of Victoria.
8.2 To extent permitted by Law, this Clause will apply notwithstanding any other legislative dispute resolution procedure.
8.3 Nothing in this Clause 8 shall prevent either party from instituting court proceedings limited to the determination of any application for Urgent Relief.
9. Suspension and Termination
9.1 We may suspend our Services if: 
(a) any Fees payable by You are overdue;
(b) You fail to provide us with the assistance, information or access required to provide the Services; or
(c) there is a Dispute the subject of Clause 8.
9.2 Either party may terminate this Agreement immediately in whole or in part by written notice to the other party if:
(a) the other party materially breaches this Agreement and fails to remedy that breach within 14 days of the date on which it receives written notification of the breach;
(b) the other party becomes insolvent; or
(c) the Services are suspended for more than 30 days.
9.3 Termination in accordance with this Clause 9 does not affect any accrued rights of either party, including Your obligation to pay Our Fees and Expenses for work performed up to the effective date of termination.
9.4 For the purposes of Clause 9.2 a), the parties agree that a breach of a warranty listed in Clause 7.1 is a material breach of this Agreement. 
9.5 If a suspension of our Services under Clause 9.1 occurs, you acknowledge there may be delays to the delivery of any Deliverables as a result of such a suspension. The parties acknowledge and agree that, if this occurs, any timeframe previously agreed between the parties for the delivery of relevant Deliverables will be amended to account for the period of suspension. Other than as set out in this Agreement, each party is not liable to the other party for any losses suffered as a result of the suspension of Services.
10. Artificial Intelligence (AI) Transcription Tools
10.1 We may from time to time use AI-powered transcription tools such as Microsoft’s M365 Co-Pilot product to assist in recording and transcribing discussions as part of our service delivery. The use of these tools will be at Our discretion, provided such use is in compliance with all applicable laws and regulations in Australia.  
10.2 We will always notify all participants in advance before we use any transcription tool and provide an opportunity to ask questions or raise concerns.
10.3 All data processed through the tools will be handled in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and Our relevant internal policies (as amended from time to time in our sole discretion), to ensure responsible, transparent, and secure use of these tools.
10.4 By engaging in our services, you acknowledge and consent to our use of these tools as described above. 
11. Miscellaneous
11.1 This Agreement is governed by the Laws of Victoria, Australia. Each party unconditionally submits to the non-exclusive jurisdiction of the courts in Victoria, Australia, and courts competent to hear appeals from those courts.
11.2 This Agreement is the entire understanding between the parties relating to the Services and supersedes any previous agreements, understanding or arrangement in respect of the Services. No variation of this Agreement is effective unless in writing and signed by the parties.
11.3 A power, remedy or right arising from any provision of this Agreement can only be waived, qualified, restricted, modified or amended specifically in writing by the party with that power, remedy or right.
11.4 If any provision of this Agreement is, or becomes, unenforceable, illegal, or invalid for any reason, the relevant provision is to be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provision must be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.
11.5 Any term which by its nature is intended to survive termination, rescission, completion or expiry of this Agreement shall so survive, including clauses 2, 3, 4, 5, 6, 7, 8.3, 9, 10,11. 
11.6 This Agreement does not create a fiduciary relationship or a relationship of employment, agency or partnership between the parties unless such a relationship is expressly created by Law.
11.7 Neither party will be liable for any failure to perform its obligations (other than an obligation to pay the Fees and Expenses) under this Agreement to the extent that performance is delayed, prevented, restricted or interfered with for any reason beyond the reasonable control of that party.
11.8 Any notice given or made under this Agreement must be in legible writing, signed by the party giving or making it (or signed on behalf of such party by its duly authorised representative) and left at the address, sent by prepaid security post (or airmail if outside Australia) to the other party at its address appearing in the Engagement Proposal or invoice, or sent by email to the email address of the other party as set out in the Engagement Proposal or invoice, or any other address notified by the party for the purposes of notices. Notices are deemed to be properly given or served on the date of hand delivery or email or, if posted, on the third business day following posting.
11.9 This Agreement may be executed in any number of counterparts. Each counterpart, when executed, is deemed to be an original and all such counterparts taken together constitute the entire Agreement.
12. Definitions

The following words and phrases used in this Agreement have the meanings set out in this Clause:

Agreement means these Terms and the Engagement Proposal, including any other appendices to the Engagement Proposal.

Assisting Party(ies) means any party that is engaged to assist with the provision of the Services other than the parties to this Agreement.

Australian Privacy Principles means the Australian Privacy Principles set out in the Privacy Act. 

Confidential Information means any information in any form whatsoever (including oral, written and electronic information) of a technical, business, corporate, financial or legal nature disclosed by one party to the other (including without limitation business requirements, evaluation requirements, information technology infrastructure, security and application topology, technology platforms and standards, management or service delivery/support procedures or any other information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, proposals, proof of concepts, finances, employees and business opportunities, membership and member opportunities, technical data or know-how):

(a) that has been marked as confidential;
(b) whose confidential nature has been made known by the disclosing party to the recipient; or
(c) which, due to its character or nature, a reasonable person in the circumstances would treat as confidential,

but does not include information which was developed independently by the recipient without the use of any Confidential Information. 

Deliverable(s) means any advice, recommendation, information or other deliverable made available to You in any form, whether electronic, digital, hard copy or otherwise and includes any drafts of such documents.

Dispute means any dispute, controversy or claim arising out of, relating to, or connected with this Agreement or the Services.

Engagement Proposal means the proposal incorporating these Terms by reference which records the details of the engagement including the scope, timing and Fees.

Expenses means any actual or reasonable out-of-pocket costs incurred by us in the delivery of the Services.

Fees means the amount payable to us for performing the Services as detailed in the Engagement Proposal.

Final Deliverable has the meaning set out in Clause 2.2.

GST means the goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all and any patents, patent applications, trademarks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in Confidential Information, and all and any intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same now or in the future.

Invoice means an invoice which: 

(a) is for work performed in accordance with this Agreement;
(b) conforms to the requirements for a tax invoice, as that term is defined in the New Tax System (Goods and Services Tax) Act 1999 (Cth);
(c) enables VCCI to claim any applicable GST input credits in relation to the provision of the Services;
(d) is submitted to VCCI within 30 days of the performance of the work or provisions of the Services to which it relates; and
(e) includes any other details reasonably required by VCCI.

Law(s) means: 

(a) any statute, regulation or subordinate legislation of the Commonwealth of Australia, the State or local or other government in force in the State of Victoria, irrespective of where enacted; and
(b) lawful requirements of any government or government department or other body or a governmental, semi-governmental, judicial, municipal, statutory or public entity or authority (including a statutory authority or a State-owned enterprise).

Personal Information has the meaning given to this term in the Privacy Act 1988 (Cth).

Personnel of a party includes the officers, employees, agents, contractors and subcontractors of that party.

Services means the services to be provided by Us under the Engagement Proposal including but not limited to any Deliverable.

Taxable Supplies has the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Terms means these Terms and Conditions.

Urgent Relief means urgent injunctive, interlocutory or declaratory relief in respect of a Dispute or the enforcement of a payment due under this Agreement.

Us, We, Our (and derivatives) means the Victorian Chamber of Commerce and Industry Incorporated ABN 37 650 959 904.

You (and derivatives) means the person and/or entity to which the Engagement Proposal is addressed.

VCCI means the Victorian Chamber of Commerce and Industry.

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