Professional service agreement

Professional Services Agreement

By ticking the box, you agree to the following terms of this service agreement between you and Hier Arch Academy. 

Background

1.           Hier Arch Academy is a professional service provider in the beauty education field.  It offers Training Courses related to microblading applications and care.

1.             The Client is interested in undertaking the Training Course, and Hier Arch Academy has agreed to provide the Training Course in consideration for the Client’s payment of the Tuition Fees.

1.           The parties have entered into this agreement to record their understanding of the arrangement.

It is agreed

1.             Obligations

1.1          Hier Arch Academy’s Obligations

Hier Arch Academy(and its authorised officers, agents, employees and contractors) must:

(a)            deliver the Training Courses with due care, skill and diligence; and

(b)            provide one copy per Client of the Training Materials;

1.2           Client’s Obligations

The Client must:

(a)            attend all specified hours of the Training Course on the specified day(s);

(b)            make payment of the Tuition Fees (including the Deposit) in accordance with the requirements under clause 3;

(c)            adhere to the Restraints specified in clause 7;

(d)            refrain from disparaging Hier Arch Academy (or its officers) in accordance with clause 8;

(e)            comply with the confidentiality obligations in clause 10;

The Client must not:

(a)            remove, edit, copy, share or reproduce in any form, the Training Materials (or any part of them) from Hier Arch Academy’s premises;

(b)            use any recording device to take any audio, photo or videos of the Training Course, unless express permission is given by Hier Arch Academy to do so; and

(c)            train any other employees or contractors who are engaged or will be engaged by the Client in their business.

2.             Enrolment

(a)            The Client must enrol in the specified Training Course by completing the details specified in Enrolment Form and agreeing to the terms in this agreement.

(b)           Hier Arch Academy reserves its rights to refuse the enrolment of any Client in any Training Course, including without limitation, if the Client does not possess the requisite skills and experience required to undertake that level of Training Course.

(c)            Hier Arch Academy will inform the Client of his or her acceptance to the specified Training Course within two Business Days of receipt of the duly completed Enrolment Form and agreeing to the terms in this agreement.

3.             Payment

3.1           Deposit and Fee Amounts

Upon enrolling in a Training Course in accordance with clause 2, the Client agrees to make the following payments in consideration of Hier Arch Academy providing the Services:

(a)           in respect of our training courses:

(1)           a non-refundable deposit of $500 or any different amount specified by Hier Arch Academy;

3.3           Payment

(a)            The Deposit, as applicable in clause 3.1, must be paid immediately on confirmation of enrolment Hier Arch Academy in clause 2(c) in the Training Course in Immediately Available Funds to the bank account advised by Hier Arch Academy

(b)            The Balance may be paid in one of three manners:

(1)            Stripe or PayPal: if payment is being made through one of our 3rd party payment services,

(A)           Hier Arch Academy can request at least 50% of the balance to be paid by the Business Day immediately prior to commencement of the specified Training Course; and

(B)           the remaining 50% of the balance must be paid in the agreed payment plan terms after the completion of the specified Training Course; or

(2)            Stripe Direct Debit: if payment is being made via the Stripe Direct Debit payment plan option,

(A)           weekly, fortnightly or monthly instalments of a proportional amount;

(B)           over three to twelve-month period;

(C)           payments made using the stripe payment plan will attract a 10% interest fee which is factored into the weekly payment amount.

(3)            Immediately Available Funds: if payment is being made via Immediately Available Funds to the bank account nominated by Hier Arch Academy, the Balance must be paid in full 7 days prior to the Training Course start date.

(c)            The method for the payment of the Balance in clause 3.3(b) will be elected by the Client upon entry into this agreement.

3.4           Invoices

Hier Arch Academy Academy will issue an invoice to the Client upon receipt of the full Tuition Fees (as outlined in clause 3).

4.             Cancellations, Refunds and Cooling Off Period

4.1           Cancellation out of Hier Arch Academy’s Control

Hier Arch AcademyAcademy reserves its rights to cancel a Training Course with a minimal notice on:

(a)            the occurrence of an Uncontrollable Event; or

(b)            the illness of the presenting staff member, who cannot be replaced,

and in such a case, Hier Arch Academy will:

(c)            reschedule the Training Course at a mutually suitable time;

(d)            will not offer a refund to the Client; and

(e)            the Client will still be required to comply with its obligations for payment under clauses 3.1 and 3.3.

4.2           Cancellation at the election of Hier Arch Academy

Other than in clause 4.1, if Hier Arch Academy cancels (and elects not to reschedule) the Training Course, they will provide the Client with a refund for any amounts paid (including in this case only, the Deposit).

4.3           Election of alternative course dates or attendees by Client

The client is able to postpone their course without penalty provided at least 30 days' notice is given in writing to Hier Arch Academy. If the client needs to postpone their course more than once a re-enrolment fee may apply.

Alternatively, the Client is able to elect an alternative suitable participant to attend the Training Course in their place with 14 calendar days' notice of their course start date, if they are no longer able to attend for any reason.

4.4           Cancellation or non-attendance by Client

Other than in clauses 4.3 and 4.6, the Client forfeits its right to a refund of any amounts paid and remains responsible for payment of the Balance if it cancels or fails to attend the Training Course.

4.5          Cancellation of an online course by Client

If the client chooses to cancel their enrolment in an online course offered by Hier Arch Academy after course access has already been granted, or a microblading kit and workbook have been issued, no refund shall be given.

4.6          7 Day Cooling Off Period

A client is entitled to formally withdraw (cool off) from their future booked in-person or online course within 7 calendar days of submitting their enrolment without penalty and receive a full refund of any monies paid.

In the event that the client wishes to exercise their cooling-off period rights, they must do so in writing to hello@hierarch.com.au within 7 calendar days of submitting their enrolment form.

5.             Certification

(a)            The Client must:

(1)            complete all of the outlined competencies, including completing all work experience modules; and

(2)            comply with all of its obligations under clause 1.2,

to have met all certification requirements.

(b)            The Client acknowledges that:

(1)            Hier Arch Academy makes no guarantee that the Client will successfully acquire the skills taught in any training sessions to a standard required to receive a Certificate;

(2)            receiving the Certificate does not guarantee success in the application of the skills taught, and

(3)            the client is solely responsible for the obtainment of any other licenses or approvals it may require to conduct its activities.

(c)            Within thirty Business Days of meeting all of the certification requirements, Hier Arch Academy will issue to the Client a Certificate for the relevant Training Course.

The Certificate will contain the following particulars:

(1)            Training Course name;

(2)            name of Client (or their elected participant, as the case may be); and

(3)            date of completion.

6.             Intellectual Property Rights

6.1           Hier Arch Academy Ownership

(a)            Hier Arch Academy is the exclusive owner of the Training Materials and Intellectual Property.

(b)            No rights of ownership to the Training Materials and Intellectual Property are transferred under this agreement.

(c)          Hier Arch Academy grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Training Materials, but strictly for the purposes of completing the competencies required by the Training Course and (except as prohibited under clause 6.2) applying those competencies by performing microblading treatments and care services.

6.2           Prohibited activities

The Client must not do or permit or omit to do any act which infringes the Intellectual Property Rights or rights that may exist in the Training Materials of Hier Arch Academy (or its licensors), which without limitation, includes:

(a)            demonstrating any methods discussed in the Training Course for the education or training of any third parties;

(b)            sharing, reproducing, copying or modifying the Training Materials with any person directly or indirectly, including without limitation, friends, colleagues or employers; or

(c)            sharing, reproducing, copying, modifying or publishing the Training Materials (in any material or modified form) on any platform accessible to a third party (e.g. YouTube, Instagram, website pages or Intranet available to Client’s personnel or associates).

6.3           Notification of infringement claim

The Client must notify the Hier Arch Academy immediately upon becoming aware of:

(a)            any actual or suspected infringement by a third party of a Hier Arch Academy’s Intellectual Property Rights; or

(b)            any actual or threatened claim by a third party that its Intellectual Property Rights have or will be infringed by any act or omission by the Client or a third party in connection with this agreement.

7.             Non-competition

7.1           Definitions

In this clause 7.1:

(a)            Business means any business activity of Hier Arch Academy or its affiliates, including but not limited to:

(1)            conducting microblading training courses; or

(2)            design or manufacture for sale of microblading products.

(b)            Restrained Business means the Business, any business that is similar to the Business, and any business that competes with the Business.

(c)            Restrained Area means:

(1)            Australia;

(2)            Perth; and

(3)            within a 10 km radius of the Hier Arch Academy premises.

(d)            Restraint Period means the period commencing on the Commencement Date and ending:

(1)            3 years;

(2)            2 years;

(3)            1 year; and

(4)            6 months.

7.2           Restraint

During the Restraint Period within the Restraint Area, the Client must not (and must procure that its Affiliates do not) directly or indirectly, whether solely or jointly with any other person, in any capacity whatsoever:

(a)            engage in any Restrained Business;

(b)            solicit, canvass, secure, seek to attract or entice away from Hier Arch Academy, the business of any person who is upon entry into this agreement (or was in the previous 12 months), a customer or client of Hier Arch Academy; or

(c)            employ, solicit, engage, seek to engage or entice away from the Company, any person who is currently (or was in the previous 12 months) an employee or service provider to Hier Arch Academy.

7.3           Nature of the Restraints

Each of the restraints in clause 7.2 is separate, several and independent restraints and the invalidity or unenforceability of any one of the restraints does not affect the validity or enforceability of any of the other restraints.

8.             Non-disparagement

The Client (including its officers, agents and employees, if applicable) shall not disparage Hier Arch Academy (including its officers, agents and employees) or make any statement or publication, whether oral or in writing, directly or indirectly which does, or is likely to bring Hier Arch Academy (including its officers, agents and employees) into disrepute, ridicule or adversely affect their commercial interests, or otherwise take any action which could reasonably be expected to adversely affect their personal or professional reputation.

9.             Termination

9.1           At the end of a specific Term

Other than the obligations notified in clauses 17.9 and 17.10, this agreement automatically terminates at the close of business on the last day of the Training Course.

9.2           Termination by Client’s default

Hier Arch Academy may terminate this agreement at any time without prior notice to the Client if, in the reasonable opinion of Hier Arch Academy, the Client has breached its obligations under this agreement.

9.3           Termination for serious default or Insolvency

Either party may terminate this agreement at any time without prior notice to the other if:

(a)            in the reasonable opinion of the party terminating, the other party has engaged in conduct in breach of this Agreement which is incapable of rectification within a period of ten Business Days; or

(b)            the other party becomes subject to an Insolvency Event.

9.4           Termination does not affect certain rights or obligations

Termination of this agreement will not affect the rights of any party accrued prior to termination or the rights or obligations of a party that, whether expressly or by implication, are intended to survive termination of this agreement.

10.         Confidentiality

(a)            The Client agrees that at all times (including upon completion of the Training Course) that he or she will strictly maintain the confidentiality of the Confidential Information for the purposes of protecting Hier Arch Academy’s interest in the Confidential Information.

(b)            The Client must not disclose or use the contents or terms of this agreement or any Confidential Information or documents received by it in connection with the negotiation or terms of this agreement or undertaking the Training Courses without the prior written consent of each other party unless:

(1)            disclosure is permitted by the express terms of this agreement;

(2)            the information is available to the public generally (except as a result of a previous breach of this clause 10);

(3)            that party is required to make the disclosure by law; or

(4)            the disclosure is made on a confidential basis to the professional advisers of that party for the purpose of obtaining advice.

11.         Limitation of Liability

11.1        Limit on Liability

The Client agrees and acknowledges that, to the extent permitted by law, Hier Arch Academy will not be liable for any and all Claims made against the Client for Loss or Damage incurred as a result of:

(a)            participation in the Training Course and use of knowledge gained in the Training Course;

(b)            use of the Training Materials;

(c)            use of, the products and services of Hier Arch Academy;

(d)            any injuries suffered by the Client in attending the Training Courses; or

(e)            otherwise, in relation to this agreement.

11.2        Maximum liability

To the extent Hier Arch Academy is liable, the maximum aggregate amount for which Hier Arch Academy can be liable to the Client (or its officers) under or in relation to this agreement is the amount of the Tuition Fee paid by the Client.

12.         Indemnification

The Client agrees to defend, indemnify and hold harmless Hier Arch Academy, its owners, officers, directors, agents, independent contractors, coaches, employees, suppliers and licensees against:

(a)            a Claim that the Client has infringed the Intellectual Property Rights of Hier Arch Academy (or its third-party licensors);

(b)            a Claim that the Client misused the Confidential Information of Hier Arch Academy (or its third-party licensors); or

(c)            negligent or careless acts or omissions of the Client.

13.         Goods and Services Tax

(a)           Words that have a defined meaning in the GST Law have the same meaning in this agreement unless the context otherwise requires.

(b)           Unless expressly stated to the contrary all amounts expressed in this agreement are exclusive of GST.

(c)           If a party (Supplier) is obliged pursuant to the GST Law to pay an amount of GST in respect of a taxable supply made by the Supplier to another party (Recipient) pursuant to the provisions of this agreement, the Recipient shall pay the Supplier an amount equal to the GST payable on the supply by the Supplier.

(d)           The Recipient must pay the amount referred to in clause 13(c) in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply.

(e)           If requested by the Recipient, the Supplier must provide the Recipient with a tax invoice on or before payment of the amounts required by this clause.

14.         Notices

14.1        Form

Any notice or other communication to or by any party must be:

(a)            in writing and in the English language;

(b)            addressed to the address of the recipient in clause 14.4 or to any other address as the recipient may have notified the sender; and

(c)            be signed by the party or by an Authorised Officer of the sender.

14.2        Manner

In addition to any other method of service authorised by law, the notice may be:

(a)            personally served on a party;

(b)            left at the party’s current address for service;

(c)            sent to the party’s current address for service by prepaid ordinary mail or if the address is outside Australia by prepaid airmail, or

(d)            sent by electronic mail to the party’s electronic mail address.

14.3        Time

If a notice is sent or delivered in the manner provided in clause 14.2 it must be treated as given to or received by the addressee in the case of:

(a)            delivery in person when delivered;

(b)            delivery by post:

(1) in Australia to an Australian address, the fourth Business Day after posting; or

(2) in any other case, on the tenth Business Day after posting; or

(c)            electronic mail, when the sender’s computer reports that the message has been delivered to the electronic mail address of the addressee, but if delivery is made after 5.00 pm on a Business Day it must be treated as received on the next Business Day in that place.

14.4        Initial details

The addresses and numbers for service are initially:

Hier Arch Academy

Address:            29 Catherine Street, Subiaco

Electronic Mail:   hello@hierarch.com.au

Attention:           Racheal Keeley

Client

As notified in the Enrolment Form.

14.5        Changes

A party may from time to time change its address or numbers for service by notice to each other party.

15.         Governing law and jurisdiction

15.1        Governing law

This agreement is governed by and construed in accordance with the laws of Western Australia.

15.2        Jurisdiction

Each party irrevocably:

(a)            submits to the non‑exclusive jurisdiction of the courts of Western Australia and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this agreement; and

(b)            waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum if that venue falls within paragraph 15.2(a).

16.         Definitions and interpretation

16.1        Definitions

In this agreement:

Authorised Officer of a party which is a corporation means:

(a)            an employee of the party whose title contains either the words director or manager;

(b)            a person performing the function of any of them;

(c)            a solicitor acting on behalf of the party; or

(d)            a person appointed by the party to act as an Authorised Officer for the purposes of this agreement and notified to the others.

Balance means the Tuition Fees less any Deposit paid.

Business Day means:

(a)            if determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

(b)            for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

A certificate means a certificate issued by Hier Arch Academy to the Client certifying their competencies in completing the Training Course (and any other requirements).

Claim means, in relation to a person, any action, allegation, debt, claim, demand, judgement, liability, investigation, proceeding, suit, remedy, right of action or right of set-off made against the person concerned however it arises whether:

(a)            it is present or future, fixed or unascertained, actual or contingent;

(b)            it is based in contract, tort, statute or otherwise; or

(c)            it involves a third party or a party to this agreement.

Client means the person named in this agreement, which also includes an employee, contractor or officer of that company.

Confidential Information means all information (whether of a business, financial, industrial or technical nature or otherwise) and records of Hier Arch Academy, and may include but is not limited to Hier Arch Academy Training Materials and training techniques, corporate and business structure, existing and proposed business contracts, product information, technical information and specifications, product and materials prices and costs, managerial, financial and marketing strategies, the identities of actual and target clients and customers.

Commencement Day means the day the classes start for a booked Training Course.

Damage means any award, cost, damage, injunction, injury, judgement, liability, Loss or order.

Deposit means the non-refundable deposit amount described in clause 3.1 for the specified Training Course.

Enrolment Form means the form filled out by the Client and containing their contact details, the election of Training Course, skills and experience and preferred payment method.

Government Body means:

(a)            any person, body or other thing exercising an executive, legislative, judicial or other governmental function of any country or political subdivision of any country;

(b)            any public authority constituted by or under a law of any country or political subdivision of any country; and

(c)            any person deriving a power directly or indirectly from any other Government Body.

GST has the meaning given in the GST Law.

GST Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Immediately Available Funds means:

(a)            cash;

(b)            bank cheque; or

(c)            electronic transfers of cleared funds.

Insolvency Event means:

(a)            in relation to any corporation:

(1)            its liquidation;

(2)            an external administrator is appointed in respect of the corporation or any of its property;

(3)            the corporation ceases or threatens to cease to carry on its business;

(4)            the corporation is deemed to be, or stating that it is, unable to pay its debts when they fall due;

(5)            any other ground for Liquidation or the appointment of an external administrator occurs in relation to the corporation;

(6)            the corporation resolves to enter into Liquidation; or

(7)            an application is made which is not dismissed or withdrawn within ten Business Days for an order, the resolution being passed or proposed, a meeting being convened or any other action being taken to cause or consider anything described in paragraphs (1) to (6) (inclusive) above;

(b)            in relation to an individual, that person becoming an insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth); and

(c)            in relation to any person, anything analogous to or having a similar effect to anything described above in this definition under the law of any relevant jurisdiction.

Intellectual Property means anything that is the subject of an Intellectual Property Right.

Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trademarks, know-how, confidential information, patents, inventions, plant breeder’s rights and discoveries and all other intellectual property as defined in the article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Loss means any loss (including loss of profit and loss of expected profit), diminution in value or deficiency of any kind whether indirect, consequential or otherwise.

Services mean the Training Courses delivered by Hier Arch Academy.

Tax means any present or future tax, levy, deduction, impost, withholding, charge or duty which is levied or imposed by any Government Body together with any interest, penalty or fine on those amounts.

Training Course means any of the:

1. 3 Day beginner Microblading course, operating for the days and hours prescribed by Hier Arch Academy; or

1. 2 Day ‘Advanced Microblading’ course, operating for the days and hours prescribed by Hier Arch Academy; or
2. Brow shaping/brow design/lamintion training.

Training Materials include, but are not limited to, books, materials, trade secrets, videos, images, icons and other content connected with the Training Course and produced by Hier Arch Academy.

Tuition Fees means the fees described in clause 3.1 for the specified Training Course (which includes the Deposit and Balance).

Uncontrollable Event means any circumstance which:

(a)            is beyond the reasonable control of the party affected by it; and

(b)            causes or results in default or delay in the performance by that party of any of its obligations under this agreement where the occurrence of the circumstance and its effects of it could not be avoided or remedied by the exercise by that party of a standard of foresight, care and diligence consistent with the operations of a reasonable, prudent and competent person under the circumstances,

and, without limitation, includes any of the following circumstances if they meet the requirements of paragraphs (a) and (b):

(c)            explosion, earthquake, landslide, fire, cyclone, flood or other natural disaster declared by the relevant Government Body;

(d)            war, invasion, act of foreign enemy, hostilities (whether or not war has been declared) and any other unlawful act against public order or authority;

(e)            governmental restraint and adverse changes in government regulations that directly affect a party or render unlawful the performance of the party’s obligations under this agreement;

(f)             except to the extent instigated by the affected party, a strike, lockout, blockade, picketing action or industrial action, dispute or disturbance of any kind; and

(g)            breakdown of plant or machinery and the loss of supply of services or the unavailability of services or supplies.

16.2        Interpretation

(a)            Unless the contrary intention appears, a reference in this agreement to:

(1)            this agreement or another document includes any variation or replacement of it despite any change in the identity of the parties;

(2)            one gender includes the others;

(3)            the singular includes the plural and the plural includes the singular;

(4)            a person, partnership, corporation, trust, association, joint venture, unincorporated body, Government Body or other entity includes any other of them;

(5)            an item, recital, clause, sub-clause, paragraph, schedule or attachment is to an item, recital, clause, sub-clause, a paragraph of, or schedule or attachment to, this agreement and a reference to this agreement includes any schedule or attachment;

(6)            a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;

(7)            any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;

(8)            money is to Australian dollars unless otherwise stated; and

(9)            a time is a reference to Perth time unless otherwise specified.

(b)            The words include including, such as, for example, and similar expressions are not to be construed as words of limitation.

(c)            Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(d)            Headings and any table of contents or index are for convenience only and do not affect the interpretation of this agreement.

(e)            A provision of this agreement must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of this agreement or the inclusion of the provision in this agreement.

16.3        Business Days

(a)            If anything under this agreement must be done on a day that is not a Business Day, it must be done instead on the next Business Day.

(b)            If an action is required to be done on a particular day, it must be done before 5.00 pm on that day or it will be considered to have been done on the following day.

16.4        Parties

(a)            If a party consists of more than one person, this agreement binds each of them separately and any two or more of them jointly.

(b)            An agreement, covenant, obligation, representation or warranty in favour of two or more persons is for their benefit jointly and separately.

(c)            An agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and each of them separately.

17.         Miscellaneous

17.1        Exercise rights

A single or partial exercise or waiver by a party of any right under or relating to this agreement will not prevent any other exercise of that right or the exercise of any other right.

17.2        Merger

If the liability of a party to pay money under this agreement becomes merged in any deed, judgement, order or another thing, the party liable must pay interest on the amount owing from time to time under that deed, judgement, order or another thing at the higher of the rate payable under this agreement and that fixed by or payable under that deed, judgement, order or another thing.

17.3        Moratorium legislation

Any law which varies prevents or prejudicially affects the exercise by a party of any right, power or remedy conferred on it under this agreement is excluded to the extent permitted by law.

17.4        No assignment

The Client must not assign, transfer or novate all or any part of its rights or obligations under or relating to this agreement or grant, declare, create or dispose of any right or interest in it, without the prior written consent of each other party.

17.5        Remedies cumulative

The rights and remedies under this agreement are cumulative and not exclusive of any rights or remedies provided by law.

17.6        Severability

If a provision of this agreement is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

17.7        Further assurance

Each party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to this agreement and the transactions contemplated by it.

17.8        Costs

Each party is responsible for all its own costs incurred in the negotiation and performance of this agreement including legal costs.

17.9        Survival of clauses

Clauses 6, 8, 11, 12, and 10 survive the termination of this agreement.

17.10      Continuing obligations

Any provision of this agreement remaining to be performed or observed by either party or having effect after termination of the Agreement, for whatever reason, remains in effect and is binding on that party.

17.11      Taxes

The Client must:

(a)            pay all Taxes which may be payable or determinable in connection with the execution, delivery, performance or enforcement of this agreement or any payment or receipt or of any transaction contemplated by this agreement; and

(b)            indemnify Hier Arch Academy against any liabilities resulting from any delay or omission by Hier Arch Academy to pay any Taxes.

17.12      Time

(a)            Time is of the essence of this agreement.

(b)            If the parties agree to vary a time requirement, the time requirement so varied is of the essence of this agreement.

(c)            An agreement to vary a time requirement must be in writing.

17.13      Variation

An amendment or variation to this agreement is not effective unless it is in writing and signed by the parties.

17.14      Waiver

(a)            A party’s waiver of a right under or relating to this agreement, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.

(b)            No other act, omission or delay by a party will constitute a waiver of a right.

17.15      Binding

Hier Arch Academy is not bound by the terms of this agreement until the Deposit has been paid in accordance with clause 3.3(a), and the balance is being paid in accordance with clause 3.3(b).

17.16      Counterparts

This agreement may be executed in any number of counterparts each of which will be considered an original but all of which will constitute one and the same instrument.  A party who has executed a counterpart of this agreement may deliver it to, or exchange it with, another party by emailing a PDF (portable document format) copy of the executed counterpart to that other party.

17.17      Whole agreement

This agreement:

(a)            is the entire agreement and understanding between the parties relating to the subject matter of this agreement; and

(b)            supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.

EXECUTED AS AN AGREEMENT

EXECUTED by Hier Arch Academy (RK Executive PTY LTD + Ashlee Thomas) in accordance with section 127 of the Corporations Act 2001 (Cth)