Terms & Conditions

1. WEBSITE

1.1 Introduction

These Website Standard Terms And Conditions (these “Terms” or these “Website Standard Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website if you have any objection to any of these Website Standard Terms And Conditions.

1.2 Intellectual Property Rights

Other than the content you own, which you may have opted to include on this Website, under these Terms, Sitelogic Solutions and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website.

1.3 Restrictions

You are expressly and emphatically restricted from all of the following:

1. publishing any Website material in any media;
2. selling, sublicensing and/or otherwise commercializing any Website material;
3. publicly performing and/or showing any Website material;
4. using this Website in any way that is, or may be, damaging to this Website;
5. using this Website in any way that impacts user access to this Website;
6. using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
8. using this Website to engage in any advertising or marketing;

1.4 Downloadable products

License and Use

Your purchase of one of our products constitutes our granting to you of a non-exclusive, non-sublicensable, non-transferable license to download and access that product for the purpose of your own personal use and reference, and print or convert the product to an image or vector format for your own storage, retention and reference (the “purpose”). You agree that under no circumstances shall you use, or permit to be used, any product other than for the aforesaid purpose. You must not copy, re-sell, sublicense, rent out, share or otherwise distribute any of our products, whether modified or not, to any third party. You agree not to use any of our products in a way which might be detrimental to us or damage our reputation.

Intellectual Property

The products, whether modified or not, and all intellectual property and copyright contained therein, are and shall at all times remain our sole and exclusive property. You agree that under no circumstances, whether the product has been modified or not, shall you have or attempt to claim ownership of any intellectual property rights or copyright in the product.

Refunds and Chargebacks

Once a product has been purchased by you, no right of cancellation or refund exists. Any refunds shall be at our sole and absolute discretion. You agree that under no circumstances whatsoever shall you initiate any chargebacks via your payment provider. You agree that any payments made by you for any of our products are final and may not be charged back. We reserve the right to alter any of our prices from time to time.

Warranties and Liability

We make every effort to ensure that our products are accurate, authoritaive and fit for the use of our customers. However, we take no responsibility whatsoever for the suitability of the product, and we provide no warranties as to the function or use of the product, whether express, implied or statutory, including without limitation any warranties of merchantability or fitness for particular purpose. You agree to indemnify us against all liabilities, claims, demands, expenses, actions, costs, damages, or loss arising out of your breach of these terms and conditions. Furthermore, we shall not be liable to you or any party for consequential, indirect, special or exemplary damages including but not limited to damages for loss of profits, business or anticipated benefits whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages.

2. SCHOOL ONLINE COURSES AND TEMPLATE PACK
TERMS OF USE

2.1 Terms

By accessing this School Online Courses or by purchasing Template Packs, you are agreeing to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this School are protected by applicable copyright and trademark law.

2.2 Use License

1. Permission is granted to temporarily download one copy of any downloadable materials on the School’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
2. modify or copy the materials;
3. use the materials for any commercial purpose, or any public display (commercial or non-commercial);
4. attempt to decompile or reverse engineer any software contained on the School’s website;
5. remove any copyright or other proprietary notations from the materials; or
6. transfer the materials to another person or ‘mirror’ the materials on any other server.
7. transfer the Template Packs or other materials to another party for use in another organisation
8. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

2.3 Disclaimer

The materials on the School’s website and Template Packs are provided ‘as is’. The School makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose non-infringement of intellectual property or other violation of rights. Further, the School does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

2.4 Limitations

In no event shall the School be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the School’s website, even if the School or an authorized of the School has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

2.5 Revisions and Errata

The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its website are accurate, complete, or current. The School may make changes to the materials contained on its website at any time without notice. The School does not, however, make any commitment to update the materials.

2.6 Intellectual Property

The school’s course materials, whether modified or not, and all intellectual property and copyright contained therein, are and shall at all times remain our sole and exclusive property. You agree that under no circumstances, whether the school course materials have been modified or not, shall you have or attempt to claim ownership of any intellectual property rights or copyright in the product.

2.7 Refunds and Chargebacks

Once a course has been purchased by you, no right of cancellation or refund exists. Any refunds shall be at our sole and absolute discretion. You agree that under no circumstances whatsoever shall you initiate any chargebacks via your payment provider. You agree that any payments made by you for any of our products are final and may not be charged back. Applicable Consumer Law of Victoria Australia shall apply. We reserve the right to alter any of our prices from time to time.

2.8 Warranties and Liability

We make every effort to ensure that our course materials are accurate, authoritative and fit for the use of our customers. However, we take no responsibility whatsoever for the suitability of the course materials, and we provide no warranties as to the function or use of the course materials, whether express, implied or statutory, including without limitation any warranties of merchantability or fitness for a particular purpose. You agree to indemnify us against all liabilities, claims, demands, expenses, actions, costs, damages, or losses arising out of your breach of these terms and conditions. Furthermore, we shall not be liable to you or any party for consequential, indirect, special or exemplary damages including but not limited to damages for loss of profits, business or anticipated benefits whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages.

Template Packs and Training Materials are provided for the sole use of the company purchasing them and cannot be transferred or resold. The Templates are provided as is and best efforts have been made to make them accurate and correct at the time of publishing. Use for the Training or Templates does not guarantee a successful Audit outcome. Use the of the Training and Template materials will ensure the best business processes possible and position the company in the best possible light when being Auditted. The onus is on the company purchasing the Templates and Training Material to utilise them to the full and failure to do will reduce the effectiveness of their use.

2.9 Links

The School has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the School of the site. Use of any such linked website is at the user’s own risk.

2.10 Site Terms of Use Modifications

The School may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

2.11 Governing Law

Any claim relating to the School’s website shall be governed by the laws of the School Owner’s home jurisdiction without regard to its conflict of law provisions.

3. GENERAL CONSULTING AND INSTRUCTOR-LED WORKSHOPS

CONSULTANT Softlogic Solutions, ABN: 76 407 078 793, 11 Adeney St., Balwyn North, Vic, 3104, (the “Consultant”)

CLIENT You the person, business or entity undertaking the Training Workshop Course (the “Client”)

BACKGROUND

A.   The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.

B.   The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations outlined in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

3.1 SERVICES PROVIDED

The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):

• Services will include analysing Client needs and current business obstacles, identifying projects, scoping potential business solutions.; and
• Services will include analysing the Client’s existing R&D Record-keeping Processes and proposing enhancements (documentation, records, tools and frameworks) necessary to reduce R&D Tax Incentive and ATO Audit risk.
• Services will include the provision of Training workshops for the 6-Step R&D Tax Implementation Framework and Business Process Engineering.

The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.

3.2 TERM OF AGREEMENT

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days written notice to the other Party.

3.3 PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

3.4 CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

3.5 PAYMENT

The Consultant will charge the Client for the Services as follows (the “Payment”):

• Fixed Price R&D Tax Incentive Workshops – Diagnostic, Starter, Consistency, Ultimate Packages. Software Professional Services at agreed rates.
• Hourly rates for any other Consulting Services as agreed rates.
• A fixed price for the Training Workshop Online Course

Invoices submitted by the Consultant to the Client are due within 14 days of receipt.

In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro-rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Consultant.

3.6 REIMBURSEMENT OF EXPENSES

The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.

All expenses must be pre-approved by the Client.

3.7 INTEREST ON LATE PAYMENTS

Interest payable on any overdue amounts under this Agreement is charged at a rate of 22.50% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

3.8 CONFIDENTIALITY

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

3.9 OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

Template Packs and Training Materials are provided for the sole use of the company purchasing them (refer Templates section above). The Templates are provided as is and best efforts have been made to make them accurate and correct at the time of publishing. Use for the Training or Templates does not guarantee a successful Audit outcome. Use the of the Training and Template materials will ensure the best business processes possible and position the company in the best possible light when being Auditted. The onus is on the company purchasing the Templates and Training Material to utilise them to the full and failure to do will reduce the effectiveness of their use.

The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the Client’s written consent. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

3.10 RETURN OF PROPERTY

Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

3.11 CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

3.12 RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Consultant may, at the Consultant’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Consultant hires a sub-contractor:

• the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.

3.13 AUTONOMY

Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to the provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not in the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

3.14 EQUIPMENT

Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

3.15 NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

3.16 NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their address.

3.17 INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

3.18 MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

3.19 TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

3.20 ASSIGNMENT

The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Client’s prior written consent.

3.21 ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

3.22 ENDUREMENT

This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

3.23 TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

3.24 GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

3.25 GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia.

3.26 SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

3.27 WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.