Terms and Services

The following terms and conditions (the “Terms and Conditions”) govern your use of the Early Learning Management Service Centre (the “Application”) and the Early Learning Management Website (this “Site”). Both the Application and Site are provided by Early Learning Management (“Early Learning Management” or “us”).

Early Learning Management reserves the right to change the Terms and Conditions at any time and without prior notice by posting such changes on this Site. Any changes or modifications made by Early Learning Management will take effect immediately upon posting. Your continued use of the Site or Application signifies your acceptance of these changes or modifications. BY USING THE APPLICATION OR SITE, YOU ACCEPT AND AGREE TO ABIDE BY THESE TERMS AND CONDITIONS. If you do not agree to these Terms and Conditions, you must not access or use this Site or Application.

Unless otherwise stated, the contents of this site, including but not limited to the text and images contained herein, and their arrangement, are the property of Early Learning Management. All trademarks used or referred to on this website or application are the property of their respective owners.

Early Learning Management Trademarks

The trademarks, service marks, and logos displayed on this Site are registered and unregistered trademarks or service marks of Early Learning Management and/or others. Nothing on this Site should be interpreted as granting, whether by implication, estoppel, or otherwise, any license or right to use any trademark or service mark without the express written permission of Early Learning Management or the third party that may own such marks. Misuse of the trademarks and service marks on this Site is strictly prohibited.

Nothing contained in this Site & Application shall be construed as conferring any license or right to any copyright, patent, trademark, or other proprietary interest of Early Learning Management or any third party, whether by implication, estoppel, or otherwise. The content of this Site & Application, including but not limited to graphic images, audio, video, HTML code, buttons, and text, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without Early Learning Management’s prior written consent. However, you may download, display, and print one copy of the materials for your personal, non-commercial use, provided you do not modify the material and retain all copyright, trademark, and other proprietary notices.

The information on this Site is provided free of charge and for informational purposes only. It does not create a business or professional services relationship between you and Early Learning Management. Links on this Site may lead to services or sites not operated by Early Learning Management. No judgment or warranty is made regarding such other services or sites, and Early Learning Management assumes no responsibility for them. A link to another site or service is not an endorsement. Any use you make of the information on this Site or any linked site or service is at your own risk.

Early Learning Management Service Centre

Use of Data: When you enter or upload your data into our services, we don’t own that data. However, you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us, including personal data of yourself and others. This enables us to:

  • Provide and improve our services
  • Develop and protect our services
  • Create new services
  • Communicate with you about your subscription
  • Send information we think may interest you, based on your marketing preferences

Use of Your Own Personal Data: We respect your privacy and take data protection seriously. In addition to these terms, our privacy notice details how we process your personal data that you enter into the Service Centre, such as your name and email address.

Use of Personal Data You Enter About Others: Depending on the location of your contacts, our data processing terms may apply to the personal data of others (including customers, suppliers, and employees) that you enter into the Service Centre.

Anonymised Statistical Data: We may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for various purposes, including improving our services, developing new products, identifying business trends, and other uses we communicate to you.

Data Breach Notifications: If we believe there has been unauthorised access to personal data within your subscription, we’ll inform you and provide details about the incident. Depending on the nature and location of the affected contacts, you may need to assess whether the breach must be reported to the contact and/or relevant authority. We believe you’re best placed to make this decision, as you have the most knowledge about the stored personal data. We reserve the right to use lawful means to prevent unauthorised access to or use of the Site, including technological barriers, IP mapping, and contacting your Internet Services Provider (ISP) regarding such unauthorised use.

Third-Party Early Learning Management Website

You acknowledge and agree that Early Learning Management has no responsibility for the information, content, products, services, advertising, code, or other materials that may or may not be provided by or through websites to which you may link from this Site (collectively, “Linked Sites”). Links to Linked Sites do not constitute an endorsement by Early Learning Management of such websites or the information, content, products, services, advertising, code, or other materials presented on or through such websites.

Early Learning Management shall not be held responsible should you encounter any material on Linked Sites that may appear indecent, illegal, or inaccurate. We emphasize that the inclusion of links to Linked Sites does not imply approval or endorsement, and we encourage you to exercise caution and discretion when accessing these sites.

Disclaimer Of Warranties

This site, including, without limitation, all services, content, functions and materials, is provided “as is,” “as available”, without warranty of any kind, either express or implied, including, without limitation, any warranties of title, non-infringement, merchantability or fitness for a particular purpose, and early learning management hereby disclaim any and all such warranties, express and implied. No advice, results or information, whether oral or written, obtained by you from us or through this site, shall create any warranty to the maximum extent permitted by applicable law. The content of this site and services is designed to provide information on matters of interest and the services available from early learning management only, and does not constitute professional advice of any description, nor any other attempt to solicit business or offer services. Since law and regulations change continuously and errors can occur, the information on this site may neither be up to date nor accurate. Early learning management accepts no liability for any loss arising as a result of any action taken or refrained from as a result of information contained on this site or any other sites or services to which this site may be linked and shall have no obligation to update this site or subsequent services. Please contact elm for specific advice on any area of interest. If you are dissatisfied with this site or services, your sole remedy is to discontinue using this site and services.

Limitation of Liability

Notwithstanding any provision of these terms and conditions, in no event shall early learning management or any of its partners, directors, officers, employees, agents, affiliates, or content or service providers (collectively, the “protected entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, this site or the content, materials and functions related thereto, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to certain users. In no event shall the total aggregate liability of the protected entities to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or your use of this site exceed, in the aggregate, the amount, if any, paid by you to early learning management directly in exchange for your use of this site and services.

Applicable Laws

Early Learning Management control and operate this Site from our offices in Australia. Early Learning Management does not represent that materials on this Site are appropriate or available for use in other locations. Persons who choose to access this Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent that local laws are applicable.

Dispute resolution. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team by calling 07 55925800 or emailing info@elm.net.au. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Intellectual Property

Website Intellectual Property

All text and other materials found within this site are the property of Early Learning Management, its Affiliates, or other parties who have licensed material to Early Learning Management. These materials are protected by copyrights and other proprietary intellectual property rights owned or controlled by Early Learning Management or other parties that have licensed their rights to us.

You may not modify or make any commercial use of any material on this site. You may make copies of the materials on this site for your own use, provided you keep intact any copyright and other proprietary notices, and do not modify the materials in any way.

ELM Management Agreement

Intellectual Property

  • All Intellectual Property owned by the Owner remains the sole property of the Owner, even if shared with Early Learning Management for the carrying out of the Management Services.
  • All Intellectual Property owned by Early Learning Management remains our sole property, even if shared with the Owner as part of carrying out the Management Services.
  • Except for the dashboard “Service Centre” created and developed by Early Learning Management, all Intellectual Property developed: (i) jointly by the Owner and Early Learning Management; or (ii) from Intellectual Property owned by the Owner, during the Term for the purposes of the Management Services vests in the Owner. The Owner grants Early Learning Management an irrevocable, transferable, perpetual, royalty-free, worldwide license to use any and all of the Intellectual Property for any purposes whatsoever.
  • For all Intellectual Property created or used by Early Learning Management for the purposes of or in connection with the performance of the Management Services (including the dashboard “Service Centre” and any Intellectual Property of any consultants engaged by Early Learning Management), we grant the Owner an irrevocable, transferable, perpetual, royalty-free, worldwide license to use any and all of the Intellectual Property for any purposes whatsoever.
  • Early Learning Management warrants that in carrying out the Management Services under this Commercial Agreement, we do not infringe any Intellectual Property of any third party.
  • The Owner warrants that, in providing any of its Intellectual Property for use by Early Learning Management, it does not infringe on any Intellectual Property of any third party.

For further details and specific obligations related to IP, please refer to the Commercial Agreement between the Owner and Early Learning Management.

Do's and Dont's

This section is super important because it outlines how you can (and can’t) use our services.  Much of it will be common sense. 

Feedback. We love your feedback and may use it without restriction.

Help using our services. We provide significant guidance and support to help you use our services. You agree to use our services only for lawful business purposes, and in accordance with the instructions and guidance we provide.

No-charge or beta services: Occasionally, we may offer a service at no charge – for example, a beta service, or a time-limited trial account. Due to the nature of these services, you use them at your own risk.

While we can’t cover everything here, we want to highlight a few more examples of things you mustn’t ever do: 

  • undermine the security or integrity of our computing systems or networks.
  • use our services in any way that might impair functionality or interfere with other people’s use.
  • access any system without permission.
  • introduce or upload anything to our services that includes viruses or other malicious code.
  • share anything that may be offensive, violates any law, or infringes on the rights of others.
  • modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
  • resell, lease or provide our services in any way not expressly permitted through our services.
  • repackage, resell, or sublicense any leads or data accessed through our services.
  • commit fraud or other illegal acts through our services.
  • act in a manner abusive or disrespectful to an Early Learning Management employee, partner, or other Early Learning Management customer. We will not tolerate any abuse or bullying of our Early Learning Management employees in any situation, including interaction with our support teams.

Termination Terms & Conditions

Website Termination Terms & Conditions

Termination by You: You can easily terminate your subscription/management engagement with one month’s written notice. If you violate these terms, we may terminate your subscription immediately.

Subscription/Management Engagement Period: Your subscription/management engagement continues for the period covered by the fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration, provided you continue to pay the fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing one month’s written notice in advance. You’ll still need to pay all relevant fees up to and including the day of termination. In the case of a childcare centre sale, an additional month will be charged to compensate the sale process.

Termination by Early Learning Management: We may terminate your subscription at any time by providing you with one month’s written notice in advance. We may also terminate or suspend your subscription/management engagement or access to all or any data immediately if:

  • You breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach.
  • You breach any of these terms and the breach cannot be remedied.
  • You fail to pay subscription/management engagement fees.
  • You or your business become insolvent, go into liquidation, or have a receiver or manager appointed over any assets, or become subject to any similar insolvency event in any jurisdiction.

No Refunds: No refund is due if you terminate your subscription/management engagement or Early Learning Management terminates it in accordance with these terms.

Retention of Your Data: Once terminated, your data is archived and no longer available to you. We retain it for a period consistent with our data retention policy, during which you can reactivate your subscription by paying the fees. We retain data for your record retention obligations, but you can contact us to have your data removed completely if you wish.

ELM Management Agreement

17) TERMINATION OR EXPIRY OF THIS COMMERCIAL AGREEMENT

17.1. Either party may terminate this Commercial Agreement by providing at least thirty (30) days’ written notice.

17.2. Upon termination or expiry:

  • Early Learning Management must return all keys, security passes, and codes.
  • If requested, Early Learning Management must return all documents and materials that belong to the Owner.
  • The Owner must return all of Early Learning Management’s Intellectual Property and other materials.
  • The Owner must settle all outstanding payments up until the termination or expiration date.

17.3. Additional termination rights for the Owner are reserved under specific conditions, such as insolvency events.

17.4. Early Learning Management may terminate under similar conditions related to the Owner’s insolvency.

17.5. The Owner acknowledges that all properties and systems utilised by Early Learning Management remain our property, and all relevant materials will be retrieved at or before termination.

17.6. The termination will not affect any rights that have already accrued to the parties.

For further details and specific obligations related to termination, please refer to the Commercial Agreement between the Owner and Early Learning Management.

Document Management

Subject to the terms of this Agreement, Early Learning Management grants to the Owner a limited, non-exclusive, non-transferable right to access and use the Services, and allow its Authorised Users to access and use the Services, solely for Owner’s internal business purposes and not for resale or further distribution. The Owner shall be responsible for its Authorised Users in compliance with Owner’s obligations under the terms of the Agreement.

Management Engagement:

  • Services are included in the Management Fee.
  • Early Learning Management reserves the right to add, modify, delete, or remove services at its discretion.
  • Any additional services will be subject to mutual agreement between the parties.

Restrictions: The Owner shall not:

(i) Transfer or otherwise make available to any third party the Services. (ii) Provide any service based on the Services without prior written permission. (iii) Use the Services for spamming and/or other illegal purposes. (iv) Reverse engineer or access the Services to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Services.

Term and Termination: These Terms of Services commence when the Owner accepts them and continue for the term specified in the Agreement. Termination by either party requires thirty (30) days’ notice. Immediate obligations upon termination include ceasing use of the Services, paying all Fees due, and returning or destroying all copies of our Confidential Information.

Data Retention: If the Owner terminates the Agreement, all Owner Data will be provided on explicit written request within 30 days after the end of such term, and thereafter may be deleted. Some information may remain with Us for legal reasons, and Owner Data may remain for 90 days on our servers before complete deletion.

Rights and Termination: We reserve the right to terminate or suspend the Owner’s service at any time without cause or notice, and to prevent unauthorized access to or use of the Site. Termination does not affect the Owner’s liability or obligations under this Agreement.

Indemnification: The Owner will defend, indemnify, and hold harmless Early Learning Management, its suppliers, and licensors, from any costs, damages, expenses, and liability caused by the Owner’s use of the Services, the Owner’s violation of this Agreement, Owner Content, or the Owner’s violation of any rights of a third party through use of the Services.

Ownership of Documents

Website

Ownership of Documents All original documents obtained by Early Learning Management from our clients to perform services under the engagement remain the property of the client. Early Learning Management may make a reasonable number of copies of the original documents for our records and to provide the services of the engagement. We retain all copyright in any document prepared by us during the engagement for the client, except where the law explicitly states otherwise. To the extent permitted by law or professional standards, we reserve the right to exercise a lien over all documents and records in our possession relating to all engagements for the client until all outstanding fees and disbursements are paid in full. Your use of this website and Early Learning Management’s services, and any dispute arising out of such use, is subject to the State and Federal laws and regulations of the Commonwealth of Australia.

ELM Management Agreement

26) OWNERSHIP OF THE ACCOUNTING SOFTWARE/DOCUMENTS

  • If our license for the Accounting Software is utilized for your business, a license removal fee may be imposed upon the completion or termination of Early Learning Management’s bookkeeping services.
  • Upon your decision to terminate our services, including the provision of software through us, we shall promptly cease our license for the software. The owner is responsible for maintaining all necessary business records as required by applicable regulations.
  • Various software companies may have provisions within their terms and conditions granting them the right to access your data file. By granting Early Learning Management access to your business data, whether through our subscription or your own subscription with Xero/Quickbooks, you acknowledge and affirm that the software provider/s may access your data.
  • All original documents provided by the Owner remain the exclusive property of the Owner. The Owner grants consent to Early Learning Management to create copies of these documents for the purpose of maintaining our internal records and delivering the agreed-upon services. Early Learning Management retains all copyright ownership in any document produced during this engagement, unless mandated otherwise by law. We assert our right to place a lien on all documents, records, data files, passwords, or other related materials pertaining to engagements carried out on behalf of the Owner until all outstanding fees and disbursements owed to Early Learning Management are settled.

For further details and specific obligations related to document ownership, please refer to the Commercial Agreement between the Owner and Early Learning Management.

Child Care Subsidy (CCS) Business Plan

  • Introduction: This Agreement outlines the terms and conditions governing the provision of the Early Learning Management Child Care Subsidy (CCS) Business Plan (hereinafter referred to as the “Business Plan”) to the Approved Provider. The terms herein shall be binding upon the Approved Provider and Early Learning Management.
  • Termination of Agreement: Upon the conclusion of the management agreement term, the Business Plan shall be retracted in writing to the Approved Provider and the Department of Education. Early Learning Management shall cease all responsibilities for consulting to assist the Approved Provider/Nominated Supervisor for the compliance and governance of the childcare services or entities. Early Learning Management disclaims any liability for loss, damage, cost, or expense incurred due to errors, omissions, or misrepresentations post-termination.
  • Acknowledgment and Acceptance: By retaining this Business Plan, the Recipient acknowledges to Early Learning Management that it has read, understood, and accepted the terms of this Agreement. If the Recipient does not accept these terms, it must immediately return this Business Plan to Early Learning Management.
  • Disclaimer: Neither Early Learning Management nor any of its related bodies, corporate or affiliates (or their respective officers, directors, employees, consultants, or agents) (collectively, the “Group”) have independently verified the information set out in this Business Plan. No representation or warranty is made by Early Learning Management (or any member of the Group), and no responsibility or liability is accepted for the accuracy or completeness of any information contained herein. Early Learning Management disclaims any responsibility arising from unauthorized use or distribution of this Business Plan.
  • Governance and Management: The childcare centre is governed by the Approved Provider, who manages the service with the Nominated Supervisor and the engagement of Early Learning Management as the experienced childcare External Management Team.
  • Rationale, Roles, and Responsibilities: The Approved Provider and the Nominated Supervisor are responsible for the health, safety, and wellbeing of children attending their services, and for providing quality learning environments. They must comply with relevant legislative requirements, including the Family Assistance Law, Education and Care Services National Law, and ensure appropriate controls to manage risks.
  • Legal Obligations: The Approved Provider has legal obligations to account for Australian government funds (Child Care Subsidy (CCS)), guarantee the fitness and propriety of the provider, comply with Australian Government funding agreements, and ensure financial viability.
  • Governance Arrangements: The Approved Provider must maintain governance arrangements reflecting the legal status and authority to hold a Provider Approval and Service Approval and manage the service effectively.

Forward-Looking Statements

  • Introduction: This section contains forward-looking statements and models that reflect the childcare business’s current expectations, beliefs, and assumptions concerning future events and financial and operational performance. These statements are subject to risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those projected.
  • No Guarantee of Future Performance: Forward-looking statements and models are not guarantees of future performance of the childcare business. They are based on the childcare business’s current expectations, estimates, and projections, and they should not be relied upon as predictions of future events. Early Learning Management expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations or any change in events, conditions, or circumstances.
  • Risks and Uncertainties: Such forward-looking statements necessarily involve known and unknown risks and uncertainties, including, but not limited to, market conditions, regulatory changes, competitive pressures, changes in occupancy rates, and other risks that may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements within the childcare business.
  • No Liability: Early Learning Management accepts no responsibility or liability for any loss, damage, cost, or expense (whether direct or indirect) incurred by any person as a result of any error, omission, misrepresentation, or misuse of the forward-looking statements or models related to the childcare business contained herein. The information provided is for general informational purposes only and should not be construed as investment, financial, legal, or other professional advice. Early Learning Management strongly recommends that you seek independent professional advice before relying upon or acting on any information contained in this section.
  • Acknowledgment: By accessing, reading, or otherwise using the forward-looking statements and models contained herein, you acknowledge that you understand the risks, uncertainties, and limitations associated with these statements related to the childcare business and that you have not relied on any representation or warranty, express or implied, made by Early Learning Management or any of its affiliates, officers, directors, employees, consultants, or agents.

Consulting Services

  • Independent Contractor Relationship: The parties agree that ELM shall act as an independent contractor in the performance of the services under this Agreement. This Agreement shall not create an employer-employee relationship between the parties. The Client shall not be responsible for any social security, workers’ compensation, or unemployment insurance payments on behalf of ELM.
  • Scope of Services: ELM shall conduct its operations and provide its services in a professional manner, consistent with good industry practice. ELM will use its best efforts to achieve the desired outcomes but does not guarantee specific results. ELM shall be available for consultation at reasonable times and places as mutually agreed upon.
  • Client’s Responsibilities: The Client shall provide ELM with accurate and current information necessary for the effective completion of the project. The Client shall be responsible for notifying ELM of any changes that may affect the accuracy of prior data. All materials produced for the Client shall remain the property of ELM, and the Client shall retain no claim of authorship therein.
  • Outside Consulting Activities: ELM shall be free to perform services for other parties. ELM will notify the Client of any potential conflicts with its obligations under this Agreement, and the Client shall have the right to consent or object within seven (7) days of receipt of written notice.
  • Indemnification: The Client shall indemnify and hold ELM harmless from all losses, liabilities, damages, judgments, claims, and expenses arising from (a) any breach of this Agreement by the Client; or (b) any negligence or willful misconduct by the Client.
  • Limitation of Liability: ELM’s obligations consist solely of providing information and advice. ELM shall not be required to make management decisions for the Client, and shall not be liable for any expense or loss incurred by the Client due to acts or omissions of the Client or its affiliates.
  • Fees: Our consulting fees for an engagement will be outlined in the engagement agreement. Fees will be charged at hourly rates for all consulting work, according to the time spent by our employees and consultants working on the matter. Varying hourly rates are charged for each staff member, differentiated by experience and qualifications. Tax invoices will be raised on a work completed basis. If agreed, interim fees may be raised while the work is in progress. Invoices submitted by Early Learning Management to the client are due upon receipt. Unless stated otherwise, our fees, expenses and charges exclude GST.
  • Termination and Governing Law: This Agreement may be terminated by either party upon written notice, subject to any terms outlined in the engagement agreement. This Agreement shall be governed by the laws of the Commonwealth of Australia.
  • Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or understandings. Any changes to this Agreement must be in writing and signed by both parties.
  • Indemnification. The Client shall protect, defend, indemnify and hold Consultant and its assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings costs and expenses (including reasonable attorney fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfilment or breach of any representation, warranty, covenant or agreement made by the Client; or (b) any legal action, including any counterclaim, based on any representation, warranty, covenant or agreement made by the Client herein; or negligence or wilful misconduct by the Client.

The obligations of the Consultant described in this Agreement consist solely of providing information and advice to the Client in the form of services. In no event shall the Consultant be required by an Agreement to represent or make management decisions for the Client. All final decisions regarding acts and omissions of the Client or any affiliates and subsidiaries shall be those of the Client or such affiliates and subsidiaries, and the Consultant shall under no circumstances be liable for any expense incurred or loss suffered by the Client due to such acts or omissions.

Scope and Output of an Engagement

Involvement of Chief Development Officer (CDO): The engagement may necessitate the involvement of Early Learning Management’s Chief Development Officer (CDO). The CDO’s role may include strategic planning, oversight of development initiatives, coordination with other key stakeholders, and other high-level responsibilities tailored to the specific nature of the ad-hoc services. The CDO’s involvement will be governed by the same professional standards and fee structure as other ad-hoc services, and the Client will be informed of the CDO’s participation as appropriate.

Early Learning Management shall employ all reasonable efforts to deliver the ad-hoc services and provide any associated deliverables within the estimated timelines outlined in the applicable Proposal. However, it is important to note that Early Learning Management shall not bear any liability for failure to adhere to the quoted timelines, or for any loss or damage incurred by the Client resulting from delays caused directly or indirectly by any act or omission on the part of the Client or any third party for whom Early Learning Management holds no contractual responsibility under this agreement.

If the Client wishes to schedule an appointment with the CDO, such request must be made at least twenty-four hours in advance. Early Learning Management will make every effort to allocate the necessary resources expeditiously, but it cannot guarantee the immediate availability of the CDO.

Scope and Output of an Engagement: Upon commencement of a client engagement, the client will receive a formal communication outlining the terms, nature, and limitations of the services to be provided. This communication will constitute a binding cost agreement, encompassing only the services detailed therein.

Should additional work be required, ELM will discuss the basis for including such work in the engagement and provide new or amended engagement terms as necessary. Unless explicitly stated, the services will not include audit or review services, specific identification of fraud, or other illegal acts.

ELM’s obligations are solely to the client identified in the engagement communication, and no liability is assumed towards any third party. Any instances of fraud or illegal acts identified by ELM will be promptly communicated to the client. The services provided under this agreement are intended solely for the benefit of the client, and ELM disclaims any liability to any other person in respect of the services.

Professional Advice

Recipients of a Child Care Subsidy (CCS) business plan, including forward-looking statements, are strongly advised to seek professional legal and accounting counsel prior to undertaking any actions related to the establishment, acquisition, or development of a childcare business. The information contained within these documents may not encompass all necessary details required for making informed decisions concerning childcare business ventures.

In the preparation of the business plan and forward-looking statements, Early Learning Management has not considered the specific investment objectives, financial circumstances, or particular needs of any prospective individual or investor. It is imperative that recipients of these documents do not interpret the contents as constituting tax, legal, financial, or investment advice tailored to their unique situation.

For further information and guidance on the Child Care Subsidy (CCS), recipients are encouraged to consult the official pages provided by the Australian Government:

Recipients must conduct their independent investigation and analysis regarding any information contained in the business plan and forward-looking statements, and are responsible for ensuring that their actions comply with all relevant legal and regulatory requirements.

Childcare Industry Key Risk Factors

There are several risk factors, both specific to the proposed project / Management and of a general nature, which may, either individually or in combination, affect the future operating and financial performance of the proposed Project, Consultation, Advisory, or Management services. The recommendations presented may not be implemented effectively by management or staff of service. Therefore, Early Learning Management takes no responsibility for any loss of income, damage to property or death of child, staff or visitor of the service. Despite implementing recommendations, business or rating does not grow due to unforeseen circumstances, including environmental disaster or dispersion of population in the area. In this instance, Early Learning Management and its employees cannot be held liable for any loss of income to the business.

Changes in Law and Government Policy

The childcare industry in Australia is heavily regulated with the National Law and supporting regulations providing a detailed and authoritative framework for the management and operation of childcare businesses in Australia. Any change or addition to the laws, regulations, or government policy imposed by the CommonEarly Learning Managementalth, state and territory, or local governments, or changes to their interpretation or enforcement, could affect the operation of the service and could impact on the profitability of the proposed Project, Consultation, Advisory, or Management services. Any regulatory or policy change could include, but not be limited to, the level of funding provided by the government and changes that may increase current forecast operating costs. Furthermore, changes to the requirements under the NQF including staff to child ratios and staff qualification requirements may increase expenses incurred.

Changes to Government Assistance

The Commonwealth Government provides substantial assistance to the child care industry through schemes including the Child Care Subsidy (CCS) The Child Care Subsidy is the primary way the Government assists families with their child care fees. This funding represents a significant proportion of childcare services revenues. These schemes are subject to review at any time by the CommonEarly Learning Managementalth Government. Any reduction in the level of these schemes will have a significantly adverse impact on the operations of childcare services.

Regulatory Risk and Assessment and Rating Process

The regulation and availability of government assistance depend on individual childcare services being registered under the NQF. Representatives of the ACECQA administer the assessment and rating process, including inspections of a childcare service. Negative evaluations including “significant improvement required” could result in the loss of registration and the withdrawal of government assistance for an individual service. Should this occur, this would have a negative impact on the proposed Project, Consultation, Advisory, or Management services operations and financial position. The ability of the proposed Project, Consultation, Advisory, or Management services to operate the childcare service is dependent on having the requisite regulatory approval. Under the National Law, the owner must obtain a provider approval. If the relevant regulatory consent is withdrawn, or not obtained when sought, the owner will not be permitted to operate the applicable service. This could materially impact the project’s future earnings. Early Learning Management does not guarantee a particular ACECQA rating as part of its engagement.

Increased or New Competition

The market for childcare and early education services in Australia is competitive. The proposed centre will compete with other long day care and outside school hours care providers. Competition is primarily based on the quality of care offered, the location of a childcare service, and cost. To compete effectively, the proposed Project, Consultation, Advisory, or Management services must meet each of these competitive challenges from existing market participants and respond effectively to any changes in the competitive landscape. The competitive landscape may evolve, for example, through the entry of new competitors into the market, the consolidation of existing market participants, or a change in government policy that affects the distribution of public funding to the childcare and early education services industry. Any increase in competition or deterioration in the competitive position of the proposed Project, Consultation, Advisory, or Management services could have a material adverse impact on the proposed Project, Consultation, Advisory, or Management services financial situation.

Sourcing of High-Quality Staff

The proposed Project, Consultation, Advisory, or Management services is reliant on its ability to attract and retain high-quality staff. There is a risk that insufficient high-quality staff may negatively impact the performance of the proposed Project, Consultation, Advisory, or Management services. In addition to this;

  • The Owner agrees not to directly or indirectly solicit, engage, employ, or otherwise entice for employment, consultancy, or any other professional relationship any individual associated with Early Learning Management, including but not limited to employees, consultants, or contractors, during the term of any Commercial Agreement with Early Learning Management and for a period of two (2) years following its termination, without the prior written consent of Early Learning Management.
  • This clause does not prohibit the Owner from engaging in general recruitment activities, such as working with recruitment agencies or advertising through public channels, provided that such activities are conducted in accordance with applicable laws and ethical business practices and are not specifically targeted at individuals associated with Early Learning Management.
  • Any violation of this non-solicitation clause may result in legal action and the pursuit of remedies available under applicable law.
  • For further details and specific obligations related to non-solicitation, please refer to the Commercial Agreement between the Owner and Early Learning Management.

Changes to Industrial Relations Laws

If the proposed Project, Consultation, Advisory, or Management services are in a high-risk industry in terms of the impact of restricted labour markets and labour reform and to the extent that these changes result in less flexibility for the proposed Project, Consultation, Advisory, or Management services and employees in agreeing on terms of employment. This may result in increased labour costs, compliance costs, and potentially higher costs from industrial disputes. Further, changes to industrial relations laws may result in additional labour and compliance costs.

Inability to Increase Fees

In preparing the results set out in the Forecast Financial Information, it is assumed certain fee increases over the Forecast Period in the proposed financial forecast. If fee increases cannot be passed on due to regulation or market-driven events, then the lower fee income will result in reduced profitability, and actual results may differ from the Forecast Financial Information.

Operational Risk and Control

Operational risk relates to the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events which impact on the business. Operational risk has the potential to have an effect on the business’s financial performance and position as well as reputation.

Liability

If the proposed Project, Consultation, Advisory, or Management services are exposed to the potential risk of damages claims in the event of a child being incapacitated, injured, or harmed in any way either while at a childcare service or in transit to or from the service while under the control of a Project, Consultation, Advisory, or Management services employee. Any such claim could, through the age of the injured party, take many years to be finalised.

Population Risk

Any decline in birth to 6 years’ age bracket of the Australian population could reduce the profitability of the proposed Project, Consultation, Advisory, or Management services. As the underlying demand for childcare is driven by the numbers of children in this age bracket, changes in the expected number of children in this bracket will have an impact on the industry and on the proposed Project, Consultation, Advisory, or Management services.

Female Workforce Participation

The labour force participation rate of women with children in childcare is a vital determinant of the size and profitability of the market for childcare. Any decline in the workforce participation rate of women may impact the demand for childcare services and may harm the industry and on the proposed Project, Consultation, Advisory, or Management services.

Interruption or Damage to IT Systems

Early Learning Management is dependent upon the usage of computers, information communications technology and systems. Early Learning Management technology systems could be interrupted or damaged by numerous events, including natural disasters, acts of war or terrorism, telecommunications failures or other similar occurrences, and are exposed to the potential risk of computer hackers, unauthorised users, computer viruses, malicious codes and cyber-attacks. Any disruption in Early Learning Management’s computer and communications systems could adversely impact Early Learning Management’s operating ability.

Risk

Establishment of a new child care business or acquisition of an existing one is not without some risk. Recipients of a business plan should have the financial ability and willingness to accept the risks that are characteristic of the business described in these terms and conditions. Neither Early Learning Management nor its Representatives, guarantee the performance of any business, the return of investment capital, the payment of any particular return or the increase in value for the company or its assets.

Responsibilities

In accepting the terms of the engagement, clients agree to provide us with complete, clear, accurate, meaningful and timely instructions. Clients also agree to provide all information and documents requested by us, or necessary for us to undertake and complete the work, on a timely basis. Clients acknowledge and agree that they will be responsible for the completeness, accuracy and clarity of the information supplied to us.

Force Majeure

Notwithstanding anything to the contrary contained herein, Early Learning Management shall not be liable for any delays or failures in performance resulting from acts beyond reasonable control, including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labour difficulties, war or civil unrest, industrial action, global pandemic, acts and regulations and rules of any governmental or national bodies or authorities or regulatory or self-regulatory organisation, or failure of any such body, authority, or organisation for any reason, to perform its obligations.

You are aware of the extraordinary situation experienced, arising from the pandemic of COVID-19, declared by the World Health Organisation on March 11, 2020, and its present and future impacts, so that none of them may frame such event as justification for possible default or termination of the subscription/management agreement, claim this extraordinary situation as a fortuitous event, force greater, the fact that the prince or claims excessive burden in the context of the obligations hereunder, seeking the revision or termination of this subscription/management agreement, and hereby assume sums of any and all risks arising from such event, and immediately waive any remedies to justify the fulfilment of obligations.

Acceptance of Terms

Clients acknowledge that by signing and returning a signed copy of the management engagement, or by acknowledging via return email acceptance of the management engagement terms, they agree to be bound by these terms of engagement.

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Early Learning Management
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