Coaching Agreement

THIS AGREEMENT is made

BETWEEN: LEARNERSAURUS PTY LTD, (ABN 22621392121), of 31 Gossamer Drive, Buderim 4556, QLD

And the Participant in the online training of the Learnersaurus Literacy Program (Coach)

AGREEMENT

1. Definitions and Interpretation

1.1 In this agreement the following definitions apply, except where the context otherwise requires:

Basic Training means the initial training conducted by Learnersaurus as set out in Schedule 1. This maybe in the form of a 3 day intensive face to face training or the 8 modules presented online.

Business Day means a day that is not a Saturday, a Sunday, nor a public holiday in the principal place of business of a party.

Coach’s Materials means the materials provided by Learnersaurus Pty Ltd to Coach to assist Coach in providing the Learnersaurus Program to learners with dyslexia and learning difficulties, including Literacy Packs and Manual Manifesto as updated by Learnersaurus Pty Ltd from time to time.

Commencement Date means the date as specified in Schedule 1.

Confidential Information means all know-how, financial information and other commercially valuable or sensitive information in whatever form, including learning models, training models, education programs, designs, patents, trade secrets, and any other materials or information of whatever description which a party regards as confidential, proprietary or of a commercially sensitive nature that may be in the possession of a party’s employees or management.  The following are exceptions to such information:

(a) information which is already lawfully in the public domain or enters the public domain otherwise than as a result of an unauthorised disclosure;

(b) information which is or becomes lawfully available to the recipient party from a third party who has the lawful power to disclose such information to the recipient party on a non-confidential basis; and

(c) information which is rightfully known by the recipient party (as shown by its contemporaneous written record) prior to the date of disclosure.

Founding Principal means Leslie Keast-Patch.

Intellectual Property Rights means any and all intellectual and commercial property rights throughout the world including, without limitation, copyright, the Trade Marks and any other trademarks whether registered or unregistered, designs, patents, confidential information, know-how and trade secrets, whether or not now existing and whether or not registered or registrable and includes applications for and any right to apply for registration of such rights and includes all renewals and extensions.

Literacy Packs means the books, resources, products and student workbooks provided by Learnersaurus Pty Ltd to Coach under this agreement.

Trade Marks means trade mark nos. 1332970, 1769286, 1769312, 1769301 as detailed in Schedule 2 and any other marks used by Learnersaurus Pty Ltd as part of its Learnersaurus Literacy Program.

Learnersaurus Coach means someone who has successfully completed the Basic Training either online or face to face.

Learnersaurus Literacy Program means the programs created by the Founding Principal to assist learners with dyslexia and learning difficulties.

Licence Fee means the fee payable for use of the Coach’s Materials and Trade Marks required so that Coach can deliver the Learnersaurus Literacy Program to Private Learners.

Private Learner means a learner with dyslexia and learning difficulties to whom Coaches deliver the Learnersaurus Literacy Program privately, at home or at other premises but is not part of a school program or other commercial program.

School Coach means a staff member employed by School who is trained and licensed to deliver the Learnersaurus Literacy Program to Students in the nominated school in accordance with the terms of this agreement.

Learnersaurus Materials means:

(a) the materials provided by Learnersaurus Pty Ltd to School to assist School in providing the Learnersaurus Literacy Program to learners with dyslexia and learning difficulties, Literacy Packs and resources;

(b) any administrative documents provided by Learnersaurus Pty Ltd to assist School; and

(c) any other documents provided by Learnersaurus Pty Ltd to School under this agreement, as updated by Learnersaurus Pty Ltd from time to time. Training Fee means the fee payable for the Basic Training as detailed in Schedule 1.

1.2 The following rules of interpretation apply unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and conversely;

(c) a reference to a person includes a body corporate, an unincorporated body or other entity;

(d) where examples of a thing or set of things are given by reference to the word “including”, the meaning of references to the thing or set of things is not to be limited by reference to the examples.

2. Training and certification

2.1 Learnersaurus Pty Ltd agrees to provide Coach with training to enable Coach to deliver the Learnersaurus Literacy Program on the terms and conditions in this agreement.

2.2 Coach must participate in and complete, to Learnersaurus’ satisfaction, the Basic Training before being able to deliver the Learnersaurus Literacy Program.

2.3 Subject to clause 2.7, if Learnersaurus Pty Ltd is satisfied that Coach, has successfully completed the Basic Training, Coach will receive a certificate showing that Coach has completed the Basic Training. This certificate must be presented to the co-ordinator at their school where they deliver the Learnersaurus Literacy Program.

2.4 On satisfactory completion of the Basic Training, Learnersaurus Pty Ltd gives to Coach a non-exclusive licence to use the Trade Marks and Coach’s Materials for the purpose of delivering the Learnersaurus Literacy Program within the nominated school. The Trade Marks may also be used school on a website operated by the school as well as for the purposes of advertising. Written consent is required from Learnersaurus Pty Ltd in relation to the use of the Trade Marks on the relevant school's website/s and advertising materials.

2.5 Coach is licensed to deliver the Learnersaurus Literacy Program to only one Learner per teaching session, and in a group of no more than 3 learners for the practise sessions.

2.6 If Learnersaurus Pty Ltd is not satisfied that Coach has successfully completed the Basic Training, Learnersaurus Pty Ltd will work with Coach in good faith to assist Coach to satisfy the Basic Training requirements and receive the certificate referred to in clause 2.3. If Coach does not or cannot complete the Basic Training to Learnersaurus’ satisfaction and within a time period considered reasonable by Learnersaurus, then this agreement will be immediately terminated on Learnersaurus Pty Ltd giving Coach written notice of the same.

2.7 In order to remain qualified as a Learnersaurus Coach, a School Coach must pay the Licence Fee and attend a minimum of one training day with Learnersaurus in each calendar year during the term of this agreement. Learnersaurus Pty Ltd will provide opportunities for this training at no additional cost to the coach. Coach is responsible for all other expenses associated with travelling to and attending the training.

2.8 Each individual school staff member who is delivering the Learnersaurus programs, must complete the training and register to pay the license subscription.

2.9 The Licence Fee is non-refundable for any reason except where otherwise required by law, including if coach, or school ceases to deliver the Learnersaurus Program. 

3. Engagement of Learnersaurus trained Staff Members in schools and organisations

School or organisation must only permit licensed and trained Staff Members to deliver the Learnersaurus Program. School must ensure that each Staff Member:

(a) has, prior to delivering the Learnersaurus Literacy Program to Students, undertaken and completed to Learnersaurus’ satisfaction, training provided with Learnersaurus Pty Ltd in the delivery of the Learnersaurus Literacy Program to Students; and registered for the licence.

(b) is given leave to attend a training day in person or online with Learnersaurus Pty Ltd once in each calendar year or as otherwise agreed between School and Learnersaurus. Learnersaurus will provide the training for the licensed staff member as part of the licence fee, however, will not be responsible for any other expenses associated with travelling to and attending the training.

4. Coach’s Materials

4.2 School and Coach acknowledge and agree that all Intellectual Property Rights in the Coach’s Materials and Trade Marks are owned by Learnersaurus IP Pty Ltd.

4.3 For the purposes of clause 3.1, Learnersaurus Pty Ltd gives to Coach a non-exclusive licence to use the Coach’s Materials and the Trade Marks in the provision the Learnersaurus Literacy Program to learners at the nominated school only. For the avoidance of doubt, Coach has no authority to reproduce or authorise the reproduction by a third party, in whole or in part, of any of the Coach’s Materials, or to be used outside of the nominated school.

4.4 It is a School’s responsibility to make sure that a Learnersaurus trained Staff Member does not take any of Learnersaurus Materials with them when they leave School or use Learnersaurus Materials to deliver the Learnersaurus Literacy Program outside of their employment with School. The licence is valid for use only within the nominated school premises.

4.5 School will purchase all requirements of the Learnersaurus Materials from Learnersaurus Pty Ltd at Learnersaurus current list price. Except for certain documents required for administrative purposes, all Learnersaurus Materials are supplied in hard copy.

4.6 Coach/School must purchase workbooks and materials for each learner to whom Coach delivers the Learnersaurus Literacy Program.  Learnersaurus Pty Ltd will at its sole discretion give Coach/school a discount on any Literacy Packs purchased from time to time.

5. Fees and payment

5.1 Coach (School) agrees to pay Learnersaurus the initial license fee and purchase the required materials before the commencement of the training. The license fee is non-refundable and Learnersaurus gives no guarantees that Coach will be considered suitable to begin delivering the Learnersaurus Program at the end of the Basic Training.

5.2 The Licence Fee is an annual licence fee and must be paid by Coach/School to Learnersaurus Pty Ltd at the rate and in the manner specified in Schedule 1. Learnersaurus Pty Ltd may make annual adjustments to the Licence Fee provided these are notified to Coach at least 6 weeks before the end of the relevant term.

5.3 Learnersaurus Pty Ltd uses third party payment providers, depending on the way in which you make payments – Stripe and PayPal. Payment for the products and services must be made at the point of purchase.

5.4 You agree to provide payment for the products and services in the stipulated currency of Australian dollars and you will be liable to pay any relevant conversion charges, as well as applicable sales tax in your region. Please note that we must receive your payment in full before providing you with access to the products and services.

5.5 Your payment includes the licensing of the products and services for a limited period of time that is appropriate for the e-learning content. No refund of monies will be provided if you fail to complete the content within the allocated time.

5.6 In addition, if you choose to pay by monthly subscription as per Schedule 1 of this agreement you must pay the monthly subscriptions for a minimum 12 month period.

5.7 Should you wish to terminate monthly payments at any time within the initial 12 month period you must pay the balance remaining for that 12 month period in a lump sum.

5.8 Learnersaurus Pty Ltd reserves the right to review and change the pricing of any of our products and services. This will not affect products and services that you have already purchased prior to the change date. 

5.9 Where products and services are delivered to you immediately, you will not have the right to change your mind. It is your responsibility to ensure that you meet the system requirements, including compatible hardware, software, telecommunications equipment and Internet service, prior to purchasing any content. No refunds are provided where your access to the products and services is inhibited due to insufficient system requirements.

5.10 Learnersaurus Pty Ltd may restrict your access to the online products and services if you breach the following terms, including without limitation:

(a) Failure to make any payment due to us; or

(b) Failure to provide accurate information that is necessary for us to provide the products and services to you.

6. Learnersaurus’ obligations

6.1 In consideration for payment of the Licence Fee Learnersaurus Pty Ltd will provide:

(a) on-going support to Coach on Business Days including email support, regular newsletters, and access to the closed Facebook support group. The provision of the mandatory ongoing training referred to in clause 2.7. Coach agrees that the compliance with Learnersaurus’ obligations under this agreement are subject to the availability of the Founding Principal and that the Founding Principal may not be able to fulfill those obligations for reasons including illness, other work commitments or taking leave;

(b) brochures and other marketing materials that advertise the Learnersaurus Literacy Program;

(c) the provision of the mandatory ongoing training for Learnersaurus trained coaches referred to in clause 3.1(b);

(d) Coach, from time to time, with updates and information on new learning developments.

7. School Coach’s other obligations and prohibitions

7.1 School Coach must:

(a) deliver the Learnersaurus Literacy Program in a professional manner with all diligence, due care and skill expected of a professional providing such services;

(b) act in good faith and in in a professional and respectful manner all dealings with all Learners and their families;

(c) comply with all reasonable policies and procedures of Learnersaurus Pty Ltd in relation to delivering the Learnersaurus Literacy Program;

(d) if requested by Learnersaurus, provide details of the environment in which School Coach will deliver the Learnersaurus Literacy Program and make any changes reasonably requested by Learnersaurus Pty Ltd to ensure that the environment is acceptable to Learnersaurus Pty Ltd;

(e) comply with all legislation and regulations relating to working with children;

(f) only use the Trade Marks in accordance with Learnersaurus’ directions and only in connection with the delivery of the Learnersaurus Literacy Program;

(g) at the request of Learnersaurus Pty Ltd obtain Learnersaurus’ prior approval for any promotional material or other documentation used by School Coach in relation to the delivery of the Learnersaurus Literacy Program;

(h) if required by Learnersaurus, include wherever School Coach uses the Trade Marks, a statement identifying Learnersaurus IP Pty Ltd as the owner of the Trade Marks; and

(i) promptly give notice in writing to Learnersaurus Pty Ltd if they become aware of any actual, threatened or suspected infringement or unauthorised use of the Trade Marks;

(j) be responsible for their own professional indemnity and other relevant insurances;

7.2 School Coach must not:

(a) use any of the School Coach’s Materials for any purpose other than with Learners when delivering the Learnersaurus Literacy Program at the nominated school;

(b) deliver the Learnersaurus Literacy Program at any other Premises;

(c) act or hold themselves out as having certain counselling qualifications they do not have;

(d) permit anyone else to use or reproduce, in part or in whole, the Coach’s Materials;

(e) do anything that would adversely affect Learnersaurus’ image and reputation in the Trade Marks or the Learnersaurus Literacy Program;

(f) alter, obliterate or in any way tamper with the Trade Marks as they appear on the Coach’s Materials;

(g) use any part of the Trade Marks as, or as part of, a domain name, business name or company name;

(h) register or attempt to register, anywhere in the world, any of the Trade Marks or any mark that is substantially identical with or deceptively similar to any of the Trade Marks;

(i) use any of the Trade Marks together with any other mark or sign or other means of identification unless approved in writing by Learnersaurus; or

(j) train, employ or otherwise engage anyone who is not a Learnersaurus trained and licensed Staff Member to deliver the Learnersaurus Literacy Program;

(k) allow or assist anyone else to do anything described above.

(l) make a profit from, or commercialise in any way, the Learnersaurus Literacy Program or Learnersaurus Materials including charging additional fees to students in excess of the reasonable costs incurred by School to deliver the Learnersaurus Program to Students;

 

8. Termination

8.1 This agreement commences on the Commencement Date and unless terminated under clause 2.4  will continue until 12 months after Coach’s completion of the Basic Training (Initial Term). The agreement will be automatically renewed for further 12 month terms unless either party notifies the other party at least one month before the expiry date of the relevant term that they do not want the agreement to be renewed. Any renewal will be on the same terms and conditions as this agreement.

8.2 Either party may terminate this agreement immediately by written notice to the other party:

(a) if that other party breaches a material term of this agreement and fails to remedy the breach within 14 Business Days after being given notice of the breach;

(b) if that other party breaches a material term of this agreement which is not capable of remedy; or

(c) the other party cannot pay its debts when they fall due or has entered into any form of insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.

(d) On termination of this agreement for any reason whatsoever School Coach must immediately stop delivering the Learnersaurus Literacy Program and using the Trade Marks and Learnersaurus Materials. Learnersaurus Pty Ltd will not be liable to School Coach, School or organisation for any loss or damage suffered by it, if termination of this agreement causes the School Coach, School or Organisation to be in breach of any agreement it has with any third parties.

9. Confidential information

9.1 Where one party to this agreement (Discloser) discloses Confidential Information to the other party (Recipient), the Recipient must:

(a) use the Discloser’s Confidential Information solely for the purposes of performing its obligations under this agreement;

(b) keep all Discloser’s Confidential Information confidential and ensure that its employees, officers and agents do not use, any Confidential Information for any purpose other than compliance with its obligations under this agreement; and

(c) not disclose to any person, other than those employees, officers and agents who need to have access to the Confidential Information for the purpose of performing their obligations under this agreement, and who have been made aware of the requirements of this clause and who are also subject to an undertaking of confidence.

(d) The Recipient may disclose Discloser’s Confidential Information if the disclosure is required by law.

(e) The Recipient must, on termination or expiration of this agreement or on request by Discloser, return, destroy or delete, all the Discloser’s Confidential Information that is in the Recipient’s possession or control.

10. Liability and indemnity

10.1 Except as expressly set out in this agreement, and subject to any terms, guarantees, warranties or conditions that by law may not be excluded, all representations conditions, guarantees, warranties, terms and obligations implied by law or otherwise relating to the services provided by Coach under this agreement are excluded.

10.2 To the extent permitted by law, Learnersaurus Pty Ltd will not be liable for any special, indirect or consequential loss or damage (including personal injury), loss of profit or opportunity arising out of or in connection with the services whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

10.3 School Coach, School or Organisation indemnifies and keeps indemnified Learnersaurus Pty Ltd and its directors, agents and employees against all actions, claim, losses, liabilities, costs or expenses (including reasonable legal costs or expenses) arising out of or related to any claims, including negligence, made by third parties against Learnersaurus arising directly or indirectly out of or in relation to a breach of this agreement or School Coach’s delivery of the Learnersaurus Literacy Program.

11. Notices

A notice given under this agreement must be in writing and sent to the recipient at the address specified at the beginning of this agreement. A notice is deemed to be received:

(a) if sent by hand, when delivered to the addressee;

(b) if by post, 5 Business Days from and including the date of postage, on delivery to the addressee; or

(c) if by facsimile transmission, on receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent;

but if the delivery or receipt is on a day which is not a Business Day or is after 4:00pm (addressee’s time) it is deemed to be received at 9:00am on the following Business Day.

12. General

12.1 This agreement is governed by the laws of Queensland and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Queensland.

12.2 If part or all of any of this agreement is illegal or unenforceable it will be severed from this agreement and will not affect the continued operation of the remaining provisions of this agreement.

12.3 Nothing in this agreement constitutes the relationship of employer and employee, principal and agent, or partnership between Learnersaurus Pty Ltd and Coach.

12.4 Coach may not assign or sublicense any of their rights under this agreement.

12.5 This agreement can only be amended, supplemented or waived in writing signed, by both parties. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this agreement.

12.6 This agreement contains the entire agreement of the parties with respect to its subject matter.

SCHEDULE 1

Training - Training is conducted online through the Learnersaurus website as Modules 1 to 8.

Commencement Date - The commencement date is upon payment for the course and when access to the designated modules is facilitated through the Learnersaurus website.

Payment and Fees - Online Training of Modules 1 to 8 is included in the School Coach License fee. The ongoing yearly subscription of $595.00 (including GST) is to be paid yearly in equal instalments for a minimum 12 month period and while using the Learnersaurus Program. This fee includes email support, access to Learnersaurus’ intellectual property and 1 professional development day per year. A monthly subscription payment option of $595.00 (including GST) is also available.

SCHEDULE 2

TRADE MARKS

Mark 1

Number: 1332970

Status: Registered

Classes: 16 and 41

 

Mark 2 - LEARNERSAURUS

Number: 1769286

Status: Registered

Classes: 9, 16 and 41

 

Mark 3

Number: 1969312

Status: Registered

Classes: 9,16 and 41

 

Mark 4

Number: 1769301

Status: Registered

Classes: 9, 16 and 41

 

Refer to https://www.learnersaurus.com/coach-license-agreement for trade marked images.

Leslie Keast-Patch

Director, Learnersaurus Pty Ltd