Legal

Version 2.0, effective 9 November 2026

A1. Who we are. These are the terms of trade of The CapabilityCo Pty Ltd (ABN 13 648 807 443) of 41/3 Box Road, Taren Point NSW 2229, trading as Capability.Co.

A2. When they apply. These terms apply to every supply of Products and Services by Capability.Co, including quotes, proposals, Order Forms, variations and self-funded enrolments. Signing an Order Form, accepting a quote in writing, paying an invoice or using the Products or Services means the Client accepts these terms.

A3. Order of precedence. If documents conflict, they apply in this order:

1. the Order Form;
2. these terms;
3. any proposal, quote or product guide.

Terms printed on a Client purchase order or in a supplier portal do not apply unless Capability.Co agrees to them in a document signed by both parties.

A4. Version. Capability.Co may update these terms by publishing a new version at https://capability.co/terms-conditions/. References in any Order Form to capability.co/terms, or to the Terms of Trade available online, mean that page. The version in force on the date an Order Form is signed applies to that Order Form for its whole Term, including any renewal, unless both parties agree in writing to adopt a later version. Earlier versions are available from Capability.Co on request.

A5. Quotes. Quotes and proposals are valid for 30 days and exclude GST unless stated otherwise.

Assurance means Capability.Co’s review of a Client program, role or assessment process against the HCS to decide whether completions can be recognised with Credentials.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Capability.Co Materials means all materials, know-how and methods owned by Capability.Co or licensed to Capability.Co, or independently developed by Capability.Co, including any adaptations or derivative works in which Capability.Co holds or is authorised to exercise the relevant rights. This includes the HCS, credential architecture, evidence models, assessment and assurance approaches, recognition models, pathway designs, university pathway architecture, content, frameworks, templates, tools, software and reports, and any adaptation, enhancement or derivative of them.

Client means the organisation or individual named in the Order Form or enrolment, and its permitted assigns.

Client Materials means materials, data and trade marks supplied by the Client.

Content Library means Capability.Co’s library of SCORM learning modules aligned to the HCS.

Contract Year means each 12-month period starting on the Effective Date or an anniversary of it.

Credential means a digital credential (micro-credential or badge) issued by Capability.Co to an individual who has met the assessment requirements of an assured program or a one-on-one recognition process.

Credit means advanced standing or credit recognition granted by a Pathway Partner.

Effective Date means the start date in the Order Form or, if none, the date it is signed by both parties.

Fees means the fees in the Order Form, plus any fees for additional Services agreed in writing.

HCS means the Human Capability Standards (currently HCS25), including all capability descriptors, levels and mappings to the Australian Qualifications Framework, published by The Institute of Working Futures and used by Capability.Co under licence.

Intellectual Property Rights means all intellectual property rights anywhere in the world, registered or not, including copyright, trade marks, designs, patents, confidential information and know-how.

Order Form means an order form, statement of work, accepted quote or services agreement for Products or Services.

Participant means an individual nominated by the Client, or enrolled directly, to take part in a program, assessment, Credential or Qualification Pathway.

Pathway Partner means a university or other education provider with which Capability.Co has a recognition, credit or qualification arrangement, including Torrens University Australia.

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

Products and Services means everything Capability.Co supplies under an Order Form, including Assurance, Credentials, Qualification Pathway Places, Content Library licences, one-on-one recognition, capability framework work, programs, masterclasses, coaching and reports.

Qualification means a qualification awarded by a Pathway Partner, including the Diploma of Applied Management and the Graduate Certificate of Applied Management awarded by Torrens University Australia.

Qualification Pathway Place means one funded place for one eligible Participant to be enrolled in a Qualification through Capability.Co.

Term means the term in the Order Form, including any renewal.

C1. How we deliver. Capability.Co will provide the Products and Services with due care and skill, to a professional standard, using suitably qualified people, and in line with applicable laws. Capability.Co may engage subcontractors, including assessors, facilitators and platform providers, and remains responsible for their work.

C2. What the Client provides. The Client must give Capability.Co timely access to the people, information, program materials, systems and approvals reasonably needed to deliver, and must make sure the information it provides is accurate and complete. Where the Client is late or the information is wrong, Capability.Co is not responsible for the resulting delay, and any extra work is charged under C8.

C3. When we invoice. Unless the Order Form says otherwise:

• Assurance, capability framework work and bespoke design work are invoiced in full on signing.
• Annual service fees, minimum annual credential commitments, Qualification Pathway Places and Content Library licences are invoiced annually in advance, on signing and on each anniversary of the Effective Date.
• Credentials issued above a minimum commitment are invoiced monthly in arrears.
• Qualification Pathway Places are invoiced in advance, and payment must be received before a Participant’s enrolment can proceed with the Pathway Partner.
• Program and cohort delivery fees are invoiced once Capability.Co accepts the cohort and are payable before the cohort starts.
• Milestone fees are invoiced on the day the milestone is met.
• Travel, accommodation, venue and similar costs approved by the Client are charged at cost, with travel at economy fares.

C4. Payment. The Client must pay each valid tax invoice within 14 days of the invoice date, by electronic funds transfer to the account on the invoice, unless the Order Form sets a different period.

C5. GST. Fees exclude GST unless stated. Where GST applies under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Client must pay the GST in addition to the Fees on receipt of a valid tax invoice.

C6. Late payment. If an invoice is unpaid 7 days after its due date, Capability.Co may give written notice and, if it remains unpaid 7 days after that notice, suspend further Products and Services, including Credential issue, until it is paid. Capability.Co may charge interest on overdue amounts at 10% a year, calculated daily, and recover its reasonable costs of collection, including through a collection agency. Nothing in this clause limits a Client’s rights under the Australian Consumer Law.

C7. Minimum commitments. Annual fees, minimum annual credential commitments, Qualification Pathway Places and licence fees are committed for each Contract Year and are not refundable, except where these terms or the Order Form say otherwise. Unused Credentials and Qualification Pathway Places expire at the end of the Contract Year in which they were purchased and cannot be carried forward, transferred or refunded unless Capability.Co agrees in writing.

C8. Changes and extra work. Either party may request a change to scope. Capability.Co will give a written fee proposal for any change, including changes to delivery mode, cohort size, content, reporting, integrations or support. Changes take effect once the Client accepts the proposal in writing. Hourly work is charged at the rate in the Order Form or, if none, at $250 per hour, excluding GST.

C9. Term and renewal. Each Order Form runs for its Term. It renews only if the Order Form provides for renewal or both parties agree in writing. Renewal fees may be adjusted by written notice at least 60 days before the Term ends.

C10. Termination.

C10.1Either party may terminate an Order Form by written notice if the other party commits a material breach that is not remedied within 30 days of a notice describing it, commits a material breach that cannot be remedied, or suffers an insolvency event.

C10.2Either party may terminate an Order Form for convenience only if the Order Form allows it. Unless the Order Form says otherwise, at least 90 days’ written notice is required, and termination for convenience does not relieve the Client of annual fees, minimum commitments or non-cancellable costs for the Contract Year in which notice is given.

C10.3Capability.Co may suspend or terminate an Order Form on 14 days’ written notice where continuing would require it to breach a law or a Pathway Partner requirement.

C11. What happens on termination or expiry.

C11.1The Client pays for all Products and Services delivered and costs incurred up to the termination date.

C11.2If Capability.Co terminates for convenience, or the Client terminates for Capability.Co’s breach, Capability.Co refunds prepaid Fees for Services not yet performed, on a pro rata basis, less non-cancellable costs.

C11.3Credentials already issued stay valid and remain with the individual who earned them, unless revoked under D2.6.

C11.4Participants already enrolled in a Qualification continue under the Pathway Partner’s rules.

C11.5Licences to Capability.Co Materials end, except any licence the Order Form says continues.

C11.6Clauses that by their nature should survive, including payment, IP, confidentiality, privacy, liability and non-circumvention, continue.

C12. Events outside a party’s control. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disaster, pandemic, government order, war, terrorism or a major outage of a third-party platform, if it notifies the other party promptly and takes reasonable steps to limit the effect. If the event continues for more than 60 days, either party may terminate the affected Order Form on 14 days’ notice. This clause does not excuse an obligation to pay money.

D1. The Human Capability Standards

D1.1The HCS describe 13 human capabilities across four domains and seven calibrated levels, with simplified groupings where relevant to particular products, mapped to the Australian Qualifications Framework. They are designed to apply across roles and industries.

D1.2The HCS do not cover technical capabilities and do not describe every capability a particular role needs. The Client should use them alongside its own role requirements and other relevant information when making workforce, development or recruitment decisions.

D2. Assurance and Credentials

D2.1Basis of Assurance. Assurance relies on the materials, evidence and information the Client provides. If they are incomplete or inaccurate, the Assurance outcome may be affected.

D2.2Required changes. Where Capability.Co identifies changes needed for a program to meet the HCS, the Client must make them before Credentials are issued for that program. Where the program has changed significantly, Capability.Co may charge for a new Assurance of that program.

D2.3Program changes. The Client must tell Capability.Co in writing before it changes the content, delivery or assessment of an assured program. Capability.Co will advise whether the change affects alignment and whether a review is needed. Minor updates are covered by ongoing quality assurance; a major review is quoted separately.

D2.4Quality assurance. Capability.Co reviews a sample of completed assessments, usually 5% to 10%, and may review more at its discretion. Where the Client’s people assess, Capability.Co will train them and moderate their first 5 to 10 assessments before Credentials are issued. The Client must keep assessment evidence for two years and make it available on request.

D2.5Issue. Credentials are issued through Capability.Co’s account on Credly or another platform Capability.Co chooses, using Participant details supplied by the Client or Participant. Credentials may be co-branded as set out in the Order Form.

D2.6Pausing and revoking. Capability.Co may pause Credential issue for a program, and revoke Credentials, where:

1. the program was changed without notice under D2.3 and no longer meets the HCS, in which case revocation applies only to Credentials issued after the change;
2. quality assurance finds assessment evidence does not meet the standard and the issue is not fixed within a reasonable time; or
3. a Credential was issued in error or obtained by fraud or misrepresentation.

Capability.Co will consult the Client before revoking and give reasons.

D2.7Credentials belong to the individual. A Credential is a record of an individual’s achievement. The individual may keep, share and use it after leaving the Client, and after the Order Form ends. The Client and the individual must not alter Credential images, metadata or criteria.

D2.8Volume. The number of Credentials included is set out in the Order Form. Credentials issued above that number are charged at the rate in the Order Form.

D3. University credit

D3.1Credentials may be recognised for Credit by Pathway Partners. Each Pathway Partner decides which courses Credit applies to, how many Credentials equal a subject, and its own entry requirements.

D3.2A Participant must meet the Pathway Partner’s admission requirements before Credit can be applied. Capability.Co does not guarantee admission or Credit.

D3.3Some Pathway Partners recognise Credentials automatically. Others approve each client program, in which case Capability.Co will seek that approval as set out in the Order Form. New Pathway Partners or pathways outside the Order Form are quoted separately.

D3.4Pathway Partners may change their arrangements. Capability.Co will tell the Client of changes that affect its Participants as soon as practicable. A current list of Pathway Partners and eligible courses is available from Capability.Co on request.

D4. Qualification Pathway Places

D4.1Who awards the Qualification. Torrens University Australia (or another Pathway Partner named in the Order Form) awards the Qualification and is solely responsible for admission, credit recognition, academic requirements and conferral. Applications are processed within the Pathway Partner’s enrolment, processing and conferral timeframes.

D4.2Capability.Co’s role. Capability.Co manages the relationship with the Pathway Partner, confirms each Participant’s Credential status, supports enrolment through its concierge service, and keeps the Client informed of progress through to issue of the testamur. Capability.Co does not guarantee admission, credit, completion or award.

D4.3Eligibility. Unless the Order Form says otherwise:

1. the Diploma of Applied Management requires the eight Foundation-level Credentials set out in the Order Form;
2. the Graduate Certificate of Applied Management requires the four Advanced-level Leadership Credentials set out in the Order Form.

D4.4Domestic student basis. Places are priced on Participants being treated by the Pathway Partner as domestic students: Australian citizens, New Zealand citizens, Australian permanent residents and humanitarian visa holders. Other Participants would generally be treated as international students, may need to show English-language proficiency or meet other entry requirements, and may not be eligible at the same price.

D4.5Using a place. A place is used when an eligible Participant is enrolled during the Contract Year. Unused places expire under C7.

D4.6Ineligible Participants. Where places are charged per enrolment, a Participant found ineligible by the Pathway Partner is not charged. Where places are prepaid, the place stays available for another eligible Participant in the same Contract Year.

D4.7Self-funded access. Employees of the Client who hold the required Credentials but are not allocated a funded place may enrol on a self-funded basis directly with Capability.Co under D6. The Client will give eligible employees reasonable access to information about this option through agreed channels.

D5. One-on-one recognition

D5.1One-on-one recognition assesses an individual’s existing capability against the HCS using evidence they provide, where their learning sits outside an assured program.

D5.2The individual is responsible for providing genuine, sufficient evidence. Capability.Co may ask for more evidence, an interview or referee checks.

D5.3The Fee is payable per individual assessed and is not refunded if the evidence does not meet the standard. The individual may resubmit once within 12 months at no extra charge.

D5.4Capability.Co may use technology, including AI-assisted tools, to collect, organise and review evidence. A qualified Capability.Co assessor makes every assessment decision.

D5.5An individual may ask for a review of a decision within 14 days. A different assessor will review it and that decision is final.

D6. Self-funded enrolments by individuals

D6.1Individuals enrolling on a self-funded basis pay the published fee at enrolment, by the method shown on the enrolment page.

D6.2An individual may withdraw without penalty, with a full refund, before the Pathway Partner’s census date for their study period. After the census date, fees are not refundable unless required by law or the Pathway Partner’s policy.

D6.3D3 and D4 apply to self-funded enrolments, with the individual in place of the Client.

D6.4Nothing in these terms excludes, restricts or modifies any consumer guarantee or right an individual has under the Australian Consumer Law. Clause E5.3 applies only to the extent the law allows.

D7. Capability Content Library licences

D7.1Licence. Capability.Co grants the Client a non-exclusive, non-transferable licence to load each licensed asset into the Client’s learning management system and make it available to its own workers, up to the learner band in the Order Form, for each licence year. Views and plays are unlimited within that band.

D7.2Restrictions. The Client must not modify, extract, resell, sublicense or share the assets outside its organisation, remove Capability.Co branding or copyright notices, or use them to build competing content.

D7.3Learner numbers. If the number of learners with access exceeds the licensed band, the Client must notify Capability.Co, and the higher band applies from that point, pro rata for the rest of the licence year.

D7.4Discounts. Multi-asset and multi-year discounts depend on the full commitment in the Order Form. If a multi-year licence ends early through the Client’s termination for convenience, the discount for the years used is repayable.

D7.5Technical fit. Assets are supplied in SCORM format. The Client is responsible for its LMS and for testing compatibility. Onboarding and support are provided as set out in the Order Form.

D7.6Updates. Capability.Co may update assets to keep them current and will make updated versions available during the licence year.

D7.7End of licence. When a licence ends, the Client must remove the assets from its systems within 30 days and confirm this in writing on request. Completion records for learners may be kept.

D7.8Credentials. Completing content does not by itself earn a Credential. Learners who complete licensed content may be assessed for Credentials under a separate Order Form.

D7.9White-label and perpetual licences require a separate agreement.

D8. Capability framework work, programs and masterclasses

D8.1Capability framework work and bespoke design are paid in full on signing. Design deliverables are complete when the Client approves them, or 10 Business Days after delivery if the Client has not raised specific issues.

D8.2Program fees assume a minimum cohort of 20 Participants unless the Order Form says otherwise. A smaller cohort pays the minimum cohort fee.

D8.3Cancellation by the Client:

D8.4Non-cancellable costs include licence and platform allocations, assessments and reports already ordered, facilitator, coach and assessor preparation and booking fees, participant onboarding, and travel, venue and catering that cannot be cancelled without cost.

D8.5Participant changes. A Participant who withdraws before the cohort starts may be replaced at no cost. If the place is not filled, a credit is applied less non-cancellable costs, provided the cohort stays at or above the minimum. After the cohort starts, the Participant’s fee is payable. Non-attendance, non-completion or failure to submit assessment does not reduce Fees.

D8.6Cancellation by Capability.Co. If Capability.Co cancels a session, it will reschedule as soon as practicable at its own cost.

E1. Intellectual property

E1.1Existing IP. Each party keeps the Intellectual Property Rights it owned before the Effective Date.

E1.2Capability.Co Materials. Capability.Co owns all Intellectual Property Rights in the Capability.Co Materials, including anything created, adapted, configured or contextualised for the Client, such as co-branded credentials, program configurations and assessment tools. Nothing in an Order Form assigns them to the Client unless it says so expressly.

E1.3Licence to the Client. Capability.Co grants the Client a non-exclusive, non-transferable, royalty-free licence to use the deliverables supplied under an Order Form for its internal purposes, for the purpose described in the Order Form, during the Term. This includes capability framework deliverables, which the Client may use while the Order Form, including any renewal, remains in force.

E1.4Client Materials. The Client keeps ownership of Client Materials and grants Capability.Co a non-exclusive, royalty-free licence to use them to deliver the Products and Services. Where the Client approves its materials being built into Capability.Co Materials, that licence continues for the Term of the relevant Order Form, including any renewal, and is limited to use within those materials.

E1.5Trade marks. Neither party may use the other’s name, logo or trade marks without written consent, except as permitted in E10.

E1.6Third-party claims. Each party indemnifies the other against third-party claims that materials it supplied infringe that third party’s Intellectual Property Rights, provided the indemnified party notifies the claim promptly and allows the other party to manage it. This indemnity does not apply to materials modified without the supplying party’s consent.

E2. Protecting the pathway network

During the Term and for 12 months after it, the Client must not directly or indirectly engage a Pathway Partner first introduced to the Client by Capability.Co for the purpose of replicating, replacing or bypassing a credit, recognition or qualification pathway Capability.Co developed for the Client, unless Capability.Co agrees in writing. This clause does not restrict the Client from dealing with a Pathway Partner it already had a relationship with, was already in discussions with, or later engages independently without using Capability.Co’s introduction or Confidential Information.

E3. Exclusivity

Capability.Co may work with any organisation, including the Client’s competitors, unless an Order Form sets out exclusivity.

E4. Warranties

E4.1Each party warrants that it has authority to enter into each Order Form and will comply with applicable laws, including privacy, anti-bribery and modern slavery laws.

E4.2Capability.Co warrants that it will provide the Products and Services under C1 and that the Capability.Co Materials will not, to its knowledge, infringe a third party’s Intellectual Property Rights.

E4.3Advice and recommendations are given in good faith on the information available. Decisions the Client makes about its people, programs and workforce remain the Client’s.

E5. Liability

E5.1No indirect loss. To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue or loss of opportunity.

E5.2Cap. To the extent permitted by law, each party’s total liability under or in connection with an Order Form is limited to the Fees paid or payable under that Order Form in the 12 months before the event giving rise to the claim. The cap does not apply to the Client’s obligation to pay Fees, a party’s fraud or wilful misconduct, death or personal injury caused by a party’s negligence, or a breach of the licence restrictions in D7.2.

E5.3Australian Consumer Law. Where the Australian Consumer Law implies a guarantee that cannot be excluded, and the law allows liability to be limited, Capability.Co’s liability is limited, at its option, to supplying the Services again or paying the cost of having them supplied again.

E5.4Contribution. Each party’s liability is reduced to the extent the other party caused or contributed to the loss.

E6. Confidentiality

Each party must keep the other’s Confidential Information confidential and use it only to perform the Order Form. It may disclose it to its personnel, subcontractors and advisers who need to know and are bound by similar obligations, to Pathway Partners where needed for a pathway, and where required by law after notifying the other party where lawful. On request at the end of the Term, each party will return or destroy the other’s Confidential Information, except records it must keep by law. These obligations continue for two years after the Term. Confidential Information includes pricing, program materials, strategy and Participant data, and excludes information that is public or independently developed.

E7. Insurance

Capability.Co holds public liability insurance of at least $20 million, professional indemnity insurance of at least $20 million and cyber liability insurance of at least $20 million, and will provide certificates of currency on request.

E8. Privacy and data

E8.1Each party will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and any other applicable privacy law. Capability.Co handles Personal Information in line with its privacy policy at https://capability.co/privacy-policy/.

E8.2The Client warrants that it has given Participants the notices, and obtained any consents, needed for it to share their Personal Information with Capability.Co for the Products and Services.

E8.3Capability.Co uses Participant information to assess and issue Credentials, maintain Credential records, communicate with Participants about their Credentials and pathways, and share Credential status with Pathway Partners when a Participant applies.

E8.4Capability.Co may use de-identified, aggregated data to report outcomes, improve its products and platform, and publish research and benchmarks. This data will not identify the Client or any individual.

E8.5Capability.Co uses third-party platforms, including Credly and learning and assessment platforms, to deliver its services. Their terms apply to their handling of data.

E8.6Capability.Co will maintain reasonable security measures for Client data and will notify the Client as soon as practicable, and within 72 hours, after becoming aware of unauthorised access to or disclosure of Client Personal Information, then take reasonable steps to contain and remedy it.

E8.7Any security review by the Client must be limited to systems used to process the Client’s data, conducted on reasonable notice during business hours, and subject to confidentiality and security requirements. The Client and its nominees must not access other client data, unrelated systems, source code or commercially sensitive Capability.Co information.

E8.8Capability.Co may ask Participants and Clients for feedback to improve its services. Feedback is reported in de-identified form.

E9. Records

Each party will keep records relating to an Order Form for as long as the law requires, and give the other reasonable access to records needed to check compliance with the Order Form.

E10. Publicity

Capability.Co may name the Client and show its logo as a client, and report de-identified outcomes such as Credential and enrolment numbers. Case studies, quotes, media releases and co-branded announcements need the Client’s prior written approval, which will not be unreasonably withheld. The Client may share its Participants’ achievements and its own use of Credentials.

E11. Disputes

E11.1A party with a dispute must notify the other in writing. Senior managers will meet within 15 Business Days to try to resolve it.

E11.2If it is unresolved 30 days after notice, either party may refer it to mediation through the Resolution Institute or another agreed mediator, with costs shared equally.

E11.3A party may only start court proceedings after following this clause, except to seek urgent injunctive relief. Both parties keep performing their obligations during a dispute.

E12. General

E12.1Notices must be in writing and may be sent by email to the addresses in the Order Form. An email is received when sent, unless the sender receives a delivery failure or out-of-office reply.

E12.2Assignment. Neither party may assign an Order Form without the other’s written consent, which must not be unreasonably withheld. Capability.Co may assign on notice to a purchaser of all or most of its business, provided the purchaser takes on its obligations.

E12.3Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

E12.4Variation of an Order Form must be in writing and signed by both parties.

E12.5Waiver. A right is waived only in writing. A delay in exercising a right is not a waiver.

E12.6Severance. If any part of these terms is unenforceable, it is severed and the rest continues.

E12.7Entire agreement. The Order Form and these terms are the whole agreement for their subject matter and replace earlier discussions and proposals.

E12.8Signing. Order Forms may be signed electronically and in counterparts.

E12.9Currency. Amounts are in Australian dollars.

E12.10Governing law. These terms are governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of its courts.

Version 2.0, effective from 9 November 2026. Version 1.0 remains available upon request from Capability.Co and governs Order Forms signed while it was in force.