Terms & Conditions of Sale

Definitions

Confidential Information — Any data or information relating to the parties, whether business or personal, which would reasonably be considered to be private or proprietary to either party and that is not generally known and where the release of that data or information could reasonably be expected to cause harm to the party.

Enhancements — Products which Catalyst 2 Action expressly and publicly identifies as “Enhancements”, whether purchased separately, with other products, or as part of a pre-configured product pack.

party — Either Catalyst 2 Action or you.

the parties — Catalyst 2 Action and you.

Terms and Conditions

1. Buyer authority

You warrant that you have authority to enter into the Agreement.

2. Act of agreement

The parties enter into the Agreement under these Terms & Conditions of Sale when you complete the purchase order online.

3. Commencement date

The Agreement commences on the date the purchase order is completed online by you.

4. Payment terms

All services are prepaid.

5. Tax

1. Australian Goods and Services Tax (GST) shall be paid by you if you are an Australian-based buyer at the date of purchase.
2. You shall be exclusively liable for and pay any tax, duty, impost or levy in respect of the Agreement payable outside of Australia. You indemnify in full Catalyst 2 Action, its agents, assigns and successors from all such taxes, duties, imposts and levies.

6. Underpayment

1. Catalyst 2 Action shall bill you for, and you shall immediately pay, any amount that would have ordinarily been billed and due but you did not pay as a result of your:
   1. use of a Catalyst 2 Action online shopping cart or checkout coupon to which you were not entitled; and/or
   2. setting an incorrect country in your address in the online checkout.
2. You shall immediately pay in full any amount outstanding as a result of underpayment by direct bank transfer or other payment method.

7. Payment in arrears

Should your account fall into arrears by more than fourteen days, Catalyst 2 Action may at its sole discretion bill you interest on underpaid or overdue amounts at 15.0% per annum from the initial date of arrears, compound daily, plus reasonable administration and legal fees for recovery.

8. Unavailable product combinations

1. If you purchased a product that is unavailable in combination with other products, the unavailable product shall be severed from the Agreement and Catalyst 2 Action shall refund in full the amount you paid for the unavailable product.
2. If you purchased a product that is unavailable without the purchase of another product or products, you may purchase the other product/s. If you elect to not purchase the other product/s the unavailable product shall be severed from the Agreement and Catalyst 2 Action shall refund in full the amount you paid for the unavailable product.
3. Refunds under sub-clauses 1 and 2 shall be made only if Catalyst 2 Action has not completed work on the unavailable product.

9. Performance

The parties will use their best endeavours to progress and complete the research in a timely manner.

10. Confidentiality

Neither party shall disclose, reveal, divulge, report or use, for any purpose, any Confidential Information obtained under this Agreement, except as authorised by the other party or as required by law.

11. Intellectual property

1. You do not acquire rights of any kind in the intellectual property of Catalyst 2 Action, its suppliers, assigns or successors.
2. You shall not nor attempt to, nor cause to, reverse engineer or deconstruct Catalyst 2 Action proprietary models.

12. Termination

This Agreement terminates:

1. When supply of the purchased services is complete; or
2. If Catalyst 2 Action determines at its sole discretion that providing the purchased services would create a conflict of interest, is unethical or is unsuited to Catalyst 2 Action's methodologies; or
3. When either party fails to use best endeavours to progress and complete the research for a continuous period of not less than 12 weeks; or
4. By mutual agreement.

For the purpose of sub-clause 1, supply shall be deemed complete if all services other than Enhancements you purchased but were not used or refunded, have been supplied.

13. Notice of termination

1. No notice is required for termination under sub-clauses 12.1 or 12.3.
2. If Catalyst 2 Action terminates the Agreement under clause 12.2, it shall reach such determination at its earliest opportunity, and it shall immediately cease work under the Agreement and notify you in writing of its decision.
3. Termination under clause 12.4 shall take effect only upon an exchange of notices by the parties of such agreement.

14. Payment of amounts on termination

The following amounts become due on termination of the Agreement:

1. Payments by you:
   1. Amounts owed by you shall be paid immediately and in full.
2. Payments by Catalyst 2 Action:
   1. Where termination has occurred under clause 12.1, unused Enhancements expire and shall not be eligible for a refund.
   2. Where termination has occurred under clause 12.2, Catalyst 2 Action shall refund in full the amount you paid for all products for which work has not yet commenced.
   3. Where termination has occurred under clause 12.3 or 12.4, Catalyst 2 Action shall refund upon your notice requesting refund of amounts you have paid for products not delivered or already refunded, such notice being made within ninety days of termination, excepting:
      1. No refund shall be due for any product for which Catalyst 2 Action has already commenced work, unless Catalyst 2 Action has failed to use its best endeavours in relation to that product; and
      2. For all other products, an administration fee of A$100.00 per refund process, or 10% of the purchase price of the products to be refunded, whichever is the greater, shall be deducted from the refund total prior to payment.

15. Indemnity

You shall not make, cause to have made nor disseminate, misrepresentations or false claims about Catalyst 2 Action research results. You shall indemnify Catalyst 2 Action, its agents, assigns and successors for all direct, indirect, special, incidental and consequential damages caused by such misrepresentations or false claims, including Catalyst 2 Action's reasonable legal costs.

16. Limitation of liability

To the fullest extent permitted by law, Catalyst 2 Action's maximum total liability is limited to your paid-up purchase amount.

17. Continuity of terms

The following obligations shall remain in full force and effect upon termination of the Agreement:

1. Clause 7: Payment in arrears; and
2. Clause 10: Confidentiality; and
3. Clause 11.2: Reverse engineering and deconstruction; and
4. Clause 14: Payment of amounts on termination; and
5. Clause 15: Indemnity.

18. Notices

Notices shall be made in writing and deemed to be received if there is a bona fide:

1. Official postal record of the recipient's receipt of a registered letter; or
2. Successful-transmission record of a fax message to the recipient's fax number; or
3. Successful-delivery receipt of an email message to the recipient's email address.

19. Headings

Section headings are for general readability only and convey no special legal meaning other than clause number cross-references.

20. Enforceability

Failure of a party to enforce a provision of these Terms & Conditions of Sale on any occasion shall not diminish, impede or annul the party's right to enforcement on any other occasion.

21. Severability

Should a provision of these Terms & Conditions of Sale be determined to be unlawful or unenforceable in law, it shall be severed from these Terms & Conditions of Sale and the remaining provisions shall remain in full force and effect.

22. Entire Agreement

These Terms & Conditions of Sale together with applicable inalienable statutory rights form the entire agreement. To the fullest extent permitted by law no other terms and conditions, express or implied, shall apply.

23. Governing law

This Agreement is governed by the laws of Victoria, Australia and of Australia.