Terms of Trade

1. Interpretation
   1. In these terms
      “Company” means Research Coaching Pty Ltd
      “Client” means the purchaser of services from the Company
      “Services” means all services delivered by the Company to the Client
      “Terms” means these terms and conditions of trade.
2. Application
   1. These terms govern the arrangements between the Company and the Client in relation to the provision of research coaching services.
   2. No amendment, alteration, waiver or cancellation of any of these Terms is binding on the company unless confirmed by the Company in writing.
3. Services
   1. The Company will provide the specified services including but not limited to the provision of direct and indirect coaching to the Client in accordance with the Company’s Coaching Framework. A copy of the Coaching Framework can be provided upon request.
   2. The Company will provide any such other services to Client as is agreed in writing between them.
4. Service Quality
   1. The Company’s coaches will operate within the Company’s Professional Framework. A copy of the Professional Framework can be provided upon request.
   2. The Company warrants that the coaches will comply with the Professional Framework at all times.
5. Prices
   1. Price means our fixed and published price or the amount agreed between us or the amount established by a course of dealing between us.
   2. Prices quoted are exclusive of any applicable Goods and Services Tax (‘GST’)
   3. Prices are subject to change without notice.
6. Payment
   1. Payments are to be made to the Company without ant deduction or discount other than as stated in these Terms or in the relevant invoice or statement.
   2. Payments are to be made within thirty days of the date of any invoice rendered.
   3. If you must make a payment or do any other thing on or by a day that is not a business day you must make a payment or do the thing on or by the next business day.
   4. By accepting payment of any sum after its due date we do not waive our right either to require payments as they fall due or to suspend or end our arrangements.
   5. You also agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you and the guarantor if any and indemnify us against any losses resulting from the default.
7. Limited Liability
   1. These terms do not affect the right, entitlements and remedies conferred by statute.
   2. Subject to Clause 7.3 each party agrees to indemnify the others form and against any liability incurred by them.
   3. The party’s liability to indemnify the other under clause 7.2 will be reduced proportionately to the extent that any negligent or wilful act or omission of the other party contributed to the relevant liability, loss or damage, or loss expense.
   4. The right of the parties to be indemnified under this clause is in addition to, and not exclusive of, any other right, power or remedy provided by law, but the parties are not entitled to be compensated in excess of the amount of the relevant liability, loss, damage or expense.
   5. This clause will survive termination of this agreement.
8. Confidentiality
   1. The Company agrees to keep the Confidential Information of the Client confidential and agrees not to:
      1. use the information other than for the ourposes of the agreement; or
      2. directly or indirectly disclose the information to any third party, beyond those reasonably involved in the agreement on a need to know basis;
      without the prior written consent of the Client.
   2. For the ourpose of this clause, “Confidential Information” means any information designated by the Client as confidential, or which is by its nature confidential and includes information existing prior to commencement of this agreement or created in the course of this agreement. No information will be regarded as confidential if it:
      1. is already in the public domain;
      2. is received by the Contractor from a third party who is lawfully in possession and has the power to disclose the information;
      3. becomes available to the Contractor by any means other than a breach of this agreement by the Contractor.
9. Default
   1. You will be in default if you do not pay us when monies are due for payment or tail to comely with any other obligation under our business arrangements.
   2. If you are in default under our agreement we may send you a default notice. The notice will tell you what the default is and what you are required to do to correct the default. You will have 14 business days to rectify the default.
   3. If you do not comply with the default notice you become immediately liable to pay us all monies owing with interest on that amount from the due date until payment at the rate of 1.5% per annum.
10. Disputes
    1. When a dispute arises between us you agree to comply with our dispute resolution process. To this end a party with a complaint against the other is first required to notify the other of the dipsute by giving written notice specifying the nature of the dispute, the outcome required and the action believed necessary under the circumstances that will assist both in settling the dispute.
    2. Each party will then in good faith attempt to resolve the dispute by negotiation, and if the dipsute in some aspect involves payment of monies, the party withholding payment is required immediatetely upon receipt of the notice to deposit the disputed amount into an escrow account with instructions pertaining to the release of funds. Undisputed amounts must be paid forthwith.
    3. Notices must be in writing and be given personnally by Express or Registered Post with delivery confirmation or by facsimile transmission or email with receipt confirmation.
11. Termination & Refund
    1. The Client may terminite the services of the Company by providing the Company with notice in writing 21 days prior to the intended date of termination. In the event that the Client terminates the services, the Company shall provide the Client with a pro-rata refund of any fees paid in advance less any costs and expenses incurred by the Company.
    2. The Company may terminate this agreement by notice in writing to the Client if the Client is in breach of a term or condition of this agreement and the breach is not remedied within 14 days of service on the Client of a written notice specifying the breach and requiring it to be remedied. Such termination will be without prejudice to any other right or the action the Company may have against the Client.