Effective 1 January 2024
1. Application of Terms
1.1 These Terms & Conditions (‘Terms’) together with our proposal to you (‘Proposal’) form a binding agreement (‘Agreement’) between Grant Ready Pty Ltd (ACN 142 551 353) (‘GrantReady’) and you.
1.2 The Agreement supersedes all prior written or oral agreements, proposals, or representations.
1.3 If there is any inconsistency between these Terms and the Proposal, the Proposal shall prevail to the extent of such inconsistency.
2. Fees and Expenses
2.1 GrantReady will issue invoices to you for fees as specified in the ‘Fees’ section of the Proposal (‘Fees’) relating the performance of the services described in the ‘Fees’ section of the Proposal (‘Services’).
2.2 If the Fees include an upfront amount (‘Upfront Amount’), payment of the Upfront Amount is due within 7 days of receipt of an invoice for the Upfront Amount from GrantReady. GrantReady will not commence performing the Services until payment for the Upfront Amount is received.
2.3 If the Fees include a percentage amount payable on receipt of the R & D benefit:
- GrantReady will issue an invoice to you upon lodgement of the R&D application with AusIndustry; and
- the amount will be payable by you to GrantReady within 7 days.
2.4 If the Fees include a percentage amount payable on lodgement of the R&D application with AusIndustry:
- GrantReady will issue an invoice to you upon lodgement of the R&D application with AusIndustry; and
- the amount will be payable by you to GrantReady within 7 days of lodgement of the R&D application with AusIndustry.
2.5 GrantReady may review the Fees included in the Proposal if you have not instructed GrantReady to commence performing the Services within 60 days of the Proposal, or if GrantReady is still performing the Services more than 6 months after commencing performance of the Services.
3. Term
3.1 The Term of the Agreement is 3 years unless the Proposal or these Terms specifies otherwise.
3.2 If you terminate the Agreement prior to the end of the Term, you will be liable to pay GrantReady the Early Termination Fee. The Early Termination Fee will be equivalent to 50% of the Fees for the period between the date you terminate the Agreement and the date the Term would have expired.
3.3 You acknowledge and agree that the Early Termination Fee is a genuine pre-estimate of GrantReady’s loss arising from the termination.
4. Non-Disclosure of Confidential Information
4.1 The party which is disclosing information to the other party (‘discloser’) may disclose information and the party to which information is being disclosed (‘receiver’) must treat as and must keep all information that is received as secret and confidential, unless the particular information is:
- acknowledged by the discloser in writing not to be information which is secret and confidential; or
- information which is freely available to the public other than by reason of any breach of these Terms or disclosure by the receiver or a third-party contrary to these Terms.
4.2 For the purposes of these Terms, any combination of information which is disclosed to the receiver and which is not freely available to the public will be taken to be secret at the time of disclosure even if parts of the information in the combination are not secret and are known to the public.
4.3 The receiver must use the information solely for purposes and tasks associated with this Agreement and must not use or permit any other person to use the information for any other purpose except in strict accordance with this Agreement or otherwise permitted in writing by the discloser.
4.4 The receiver must take all reasonable precautions to keep the information secret and confidential.
4.5 The receiver must not directly or indirectly disclose the information to any third party, unless:
- the disclosure is necessary for performance of the Agreement; and
- the third party is aware of this Agreement and has entered into an agreement in writing with the receiver and the discloser to keep information secret and confidential in accordance with the provisions of this Agreement.
4.6 The receiver will be responsible for the acts and omissions of any third party to whom information is disclosed directly or indirectly by the receiver and the receiver will indemnify the discloser for any loss or damage arising from any use or disclosure of information by a third party which, if made by the receiver, would be a breach of these Terms.
4.7 Immediately upon completion of this Agreement, or at any time on demand by the discloser, the receiver must:
- cease all use of information;
- cause any third party the receiver had disclosed information to:
- cease all use of information;
- return to the discloser all information obtained directly or indirectly from the receiver;
- destroy any printing or copies that it has made of the information;
- delete entirely and permanently any information which is held on any electric storage facility; and
- provide a written undertaking to the discloser when it has complied with the obligations in clause 4.7(b) of these Terms.
4.8 The receiver acknowledges that any unauthorised use or disclosure of the information or any part of it in breach of this Agreement will cause material damage to the discloser and that damages may not be adequate compensation for breach of this Agreement. Consequently, the discloser has the right, in addition to any other remedies available at law or in equity, to seek injunctive relief against the receiver in respect of any breach of this Agreement by the receiver without the necessity of proving that any actual breach has been or is likely to be sustained by the Receiver.
4.9 the receiver shall indemnify the discloser and keep it so indemnified against all loss suffered by the discloser, including consequential loss, arising from any unauthorised disclosure of information or a breach of this clause 4 by the receiver, or any third party.
5. Intellectual Property
5.1 Copyright in any documents prepared or amended by GrantReady and then provided to you in connection with the performance of the Services under this Agreement (specifically the R&D report prepared by GrantReady), is owned exclusively by GrantReady.
5.2 For the avoidance of doubt, the parties acknowledge and agree that copyright in all records under this Agreement will be held by GrantReady and copyright and future copyright in those records is hereby assigned by you to GrantReady.
6. Privacy
Any personal information (as defined in the Privacy Act 1988) collected by GrantReady for the performance of the Services will be collected and dealt with in accordance with GrantReady’s Privacy Policy.
7. Warranties, Liability, and Indemnities
7.1 GrantReady assumes no liability for any commercial decisions made by you arising out of or in connection with the performance of the Services.
7.2 GrantReady’s sole obligation to you shall be limited to, at GrantReady’s discretion and option:
- refunding the Fees for the Services; or
- re-performing the Services.
7.3 Subject to clause 7.2 and to the maximum extent permitted by law, the express warranties contained in these Terms are given in lieu of all other conditions, warranties, or representations whether statutory or otherwise, express or implied, oral or written, including any warranties as to non-infringement of intellectual property rights which are excluded.
7.4 Notwithstanding anything to the contrary in these Terms, the liability of the GrantReady howsoever arising shall in no circumstances exceed the amount of Fees paid by you to GrantReady.
7.5 In no event, whether for breach of warranty, breach of contract, negligence or otherwise shall GrantReady be liable for indirect, special, incidental or consequential damages including without limitation loss of profit or revenues and downtime costs sustained by you or your customers to the full extent such may be disclaimed by law.
7.6 GrantReady will not be liable for any failure or delay in performing the Services where such failure or delay arises from circumstances beyond GrantReady’s control, including failure by you to provide necessary instructions to GrantReady in a timely manner or failure by you make payment on invoices when due.
7.7 To the maximum extent permitted by law, you indemnify GrantReady against all loss (including claims by third parties) arising out of or in connection with the performance of the Services, or your breach of the Agreement. This indemnity includes legal costs on an indemnity basis and any GST payable by GrantReady in relation to this indemnity.
8. Termination
8.1 GrantReady may, without affecting any other rights it may have, terminate or suspend any contract between us with immediate effect by giving notice to you if:
- you breach any provision of this Agreement and fail to remedy the breach within 7 days after notice requiring you to do so;
- if you breach a material provision of this Agreement where that breach is not capable of remedy;
- you cease to be able to pay your debts as they become due; or
- you become subject to any form of insolvency or bankruptcy action that is not dismissed within 60 days.
9. Dispute Resolution
9.1 The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between the parties.
9.2 If the parties cannot resolve the dispute in accordance with clause 9.1, the parties must endeavour to settle any dispute in connection with the Agreement by mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any party’s notice of dispute, by a person appointed by the Institute of Arbitrators & Mediators Australia.
9.3 It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation.
10. Severance
Each clause in these Terms is severable one from the other and if any clause if found to be defective or unenforceable for any reason by any competent court, the remaining clauses shall be of full force and effect.
11. Survival
The obligations in clauses 4 of these Terms shall remain in force for the period of 3 years from the date of this Agreement notwithstanding termination or completion of all tasks associated with the Agreement.
12. Jurisdiction
These terms are governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the federal courts of the Commonwealth of Australia.