League of Scholars Service Terms

1. About these Service Terms

These Service Terms (Terms) are published by League of Scholars Pty Limited ABN 82 167 417 414, an Australian owned and operated business that provides advanced analytical services to assist universities and other educational institutions (each a Client) to find outstanding scholars that appear to be a good match for academic positions available at the Client.

The Service is as follows:

An associated document, the LoS Privacy Policy, addresses LoS' commitments in relation to handling of personal information.

These Terms, the LoS Privacy Policy, and LoS' Proposal as and when accepted by Client, are the complete Agreement between LoS and Client about provision and use of the Service. Each document is important. Please take the time to read them. By accepting the Proposal for the Service, Client agrees that Client has read and understood this Agreement.

The Fee for the Service is as stated in the Proposal as and when the Proposal is accepted by Client or as later agreed between LoS and Client.

Effective from the end of each period covered by any Fee paid in advance, LoS may change the Fee. If Client does not agree with this modification, Client may then terminate this Agreement by giving LoS prior written notice.

Subject to the last paragraph, LoS reserves the right to change these Terms at any time, effective upon reasonable prior notice and the posting of modified terms. LoS will make every effort to communicate these changes to each customer via email or notification via the Website. It is Client's obligation to ensure that Client has read and understood and agrees to the most recent terms available on the Website.

2. Definitions

Words defined elsewhere in documents forming part of this Agreement have the meaning there given. In addition:

Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property right, anywhere in the world and whether or not registered.

Law includes any applicable law (including legislation), mandatory code of practice and mandatory industry standard or code (whatever called).

Website means the Internet site at the domain leagueofscholars.com.

3. Ordering and provision of Service

  1. Following Client's acceptance of LoS's Proposal, LoS will provide the Service to Client.
  2. Client's right to use the Service is non-exclusive, non-transferable, and limited by and subject to this Agreement.
  3. An order placed by Client will only vary these Terms and the Proposal if the order is in writing and expressly stated as intended to vary these Terms and the Proposal and that order is then accepted by LoS in writing notwithstanding that express statement of variation. Otherwise, a purposed variation of these Terms and the Proposal by inconsistent terms of any order will not take effect.

4. Responsibilities of LoS and Client

  1. Client agrees that in order to perform the Services and deliver the reports to Client, and subject at all times to LoS properly performing the verification service, LoS is entitled to rely on information provided by Client and Client's right to provide that information to LoS, without enquiry or verification by LoS.
  2. Subject to the preceding paragraph, LoS agrees that performance of the Service and delivery of reports or other deliverables will not infringe any Intellectual Property Right. LoS will indemnify Client and agree to keep Client indemnified against loss or damage to the extent reasonably attributable to LoS' performance of the Service infringing or breaching any Intellectual Property Right.
  3. Client acknowledges that:
    1. LoS has no responsibility to any person other than Client. Nothing in this Agreement confers, or purports to confer, a benefit on any person other than Client.
    2. It is Client's responsibility to determine that the Service meets the needs of Client and are suitable for the purposes for which the Service is used.
    3. LoS does not warrant that use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public communications networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. LoS is not in any way responsible for any such interference or prevention of Client's access or use of the Service.
    4. Without limiting Client's rights under any Law, LoS gives no further warranty or guarantee about the Service other than as expressly stated in this Agreement. Without limiting the foregoing, LoS does not warrant that the Service will meet Client's requirements or that it will be suitable for any particular purpose. To avoid doubt but subject to Law (including statutory guarantees which cannot be excluded, but limited to the extent permitted in respect of those statutory guarantees), LoS excludes all implied guarantees, conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
    5. Any report provided to Client may only be used for Client's own use and use by Client's related bodies corporate in relation to payments to be made by Client or those related bodies corporate for or in relation to Client's own business and the business of those related bodies corporate, which must not include resale of LoS' Service or provision of the benefit of the Service to any entity other than Client and Client's related bodies corporate.
  4. Client agrees that LoS may use and reproduce Client's name and logo on LoS Website and in marketing material as a customer of LoS. LoS must not suggest in any way that the fact that Client is a customer of the Service implies that Client sponsors or approves or endorses the LoS Service in any way.

5 Client's Obligations

  1. Client agree to pay to LoS the charges set out in the Proposal and any applicable Order, plus any applicable goods and services tax (GST) and other taxes on provision of services and other deliverables, within fourteen (14) days after the date of LoS' invoice issued for those charges.
  2. LoS may:
    1. increase the Fees, but only as stated in clause 1 above or otherwise as expressly stated in the Proposal,
    2. alter the amount LoS deducts from Client's credit card or debit card if the Fees change in accordance with this Agreement; and
    3. at LoS's election, charge Client interest on overdue amounts at an annual rate of two (2) per cent over the Reserve Bank of Australia base rate as at the date payment was due and not made.
  3. Client may also purchase certain value-added services. If Client elects to use such services, Client agrees to pay in advance the required Fees as specified in the Proposal or otherwise as LoS and Client may agree.
  4. Any consideration or payment obligation stated or referred to in this Agreement does not include GST. If GST is imposed on any Supply, as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth of Australia) (GST Law), other than a Supply which is GST free under subsection 38-190 of the GST Law, made by any party (Supplier) to any other party (Recipient) under or in connection with this Agreement, the consideration for that Supply is increased by an amount equal to the amount of that consideration multiplied by the rate at which GST is imposed in respect of that Supply. Supplier must provide to Recipient a GST tax invoice as required by the relevant legislation.
  5. Fees are exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply and use of the LoS Service (including GST). Without limiting the foregoing, Client will be liable for any new taxes, duties or charges imposed after the date of first provision of the Service in respect of provision of the Service.

6. Limitation and Exclusions of Liability

  1. To the maximum extent permitted by law, LoS is not liable for any losses or claims that Client or Client's related bodies corporate may incur in relation to use of the Service, except to the extent that these losses or claims are suffered by Client and directly arise from LoS' breach of this Agreement or arise from LoS' failure to have in place reasonable safeguards, precautions and security procedures to protect LoS' systems and services from unauthorised access.
  2. Nothing in this Agreement excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law (which contains guarantees that protect the purchasers of goods and services in certain circumstances).
  3. If any guarantee, term, condition or warranty is implied into this Agreement under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and LoS are able to limit Client's remedy for a breach of the Non-Excludable Provision, then LoS' liability for breach of the Non-Excludable Provision is limited to one or more of the following at LoS' option:
    1. in the case of goods, replacement of the goods or the supply of equivalent goods, the repair of the goods, payment of the cost of replacing the goods or of acquiring equivalent goods, or payment of the cost of having the goods repaired, or
    2. in the case of services, supplying of the services again, or payment of the cost of having the services supplied again.
  4. Subject to paragraphs (a), (b) and (c) above and LoS' obligations pursuant to any Non-Excludable Provision, and to the maximum extent permitted by law, LoS' maximum aggregate liability for all claims under or relating to this Agreement or the Service whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the lesser of:
    1. the Fees paid by Client in the preceding 12 months, or
    2. AUD $10,000.
  5. Subject to LoS' obligations under a Non-Excludable Provision, and to the maximum extent permitted by law, LoS is not liable for, and no measure of damages will, under any circumstances, include:
    1. special, indirect, consequential, incidental or punitive damages, or
    2. damages for loss of profits, revenue, goodwill, anticipated savings or damage to data or corruption of data (including any data or information that is inputted by Client), whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of such loss or damage.
  6. LoS liability to Client is diminished to the extent that acts or omissions of Client or any person for whom Client is responsible or other third parties contribute to or cause the loss or liability.
  7. Client indemnifies LoS against any claim, proceedings, loss, damage, fine, penalty, interest and expense arising out of or in connection with breach of this Agreement by Client in respect of Client's access to and use of the Service and non-compliance with Laws by Client or any person for whom Client is responsible.

7. Termination

  1. Provision of the Service will continue for the period covered by any Fee paid in advance.
  2. At the end of each period covered by any Fee paid in advance, this Agreement will automatically continue for another period of the same duration as that period, if Client pays the then current Fee in advance when due, unless either party terminates this Agreement by giving notice to the other party in accordance with this Agreement.
  3. If Client terminates this Agreement Client shall be liable to pay all relevant Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of this Agreement.
  4. If Client:
    1. breaches this Agreement (including, without limitation, by non-payment of any Fees) and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied,
    2. breaches this Agreement and that breach is not capable of being remedied (which includes (without limitation) or any payment of Fees that are more than 30 days overdue), or
    3. becomes insolvent or go into liquidation or voluntary administration or has a receiver or manager appointed of any of its assets, or makes any arrangement with Client's creditors, or becomes subject to any similar insolvency event in any jurisdiction,
    then LoS may take any or all of the following actions, at its sole discretion:
    1. terminate this Agreement and Client's right of use of the Service,
    2. suspend for any definite or indefinite period of time, Client's use of the Service.
  5. For the avoidance of doubt, if payment of any invoice for Fees due is not made in full by the relevant due date, LoS may suspend or terminate Client's use of the Service and the authority for Client to use the Service.
  6. Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement:
    1. Client will remain liable for any accrued charges and amounts which become due for payment before or after termination, and
    2. Client must immediately cease to use the Service.

8. General

  1. If any part of this Agreement is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect. This clause has no effect if the deletion alters the basic nature of this Agreement or is contrary to public policy.
  2. This Agreement is governed by the laws of New South Wales, Australia. Client irrevocably submits to the jurisdiction of the courts of New South Wales, Australia.
  3. A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.
  4. Provisions of this Agreement constitute the entire agreement between LoS and Client in relation to the Service and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between LoS and Client in relation to the Service.
  5. Client's use of the Service is conducted electronically. Client agrees that LoS may communicate with Client electronically for all aspects of Client's use of the Service, including sending electronic notices to Client.
  6. No waiver, delay or failure by LoS to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right LoS may have.
  7. Neither LoS nor Client will be liable for any delay or non-performance of LoS' obligations under this Agreement to the extent to which that delay or non-performance arises for any act or omission beyond their reasonable control which could not reasonably be planned for or avoided. This clause does not apply to any obligation to pay money. Each of LoS and Client agrees to promptly notifying the other in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance. Provided that the affected party uses its reasonable endeavours to limit the effect of that delay or non-performance on the other party, the affected party's obligations to perform, to the extent affected by the cause, will be suspended during the period that the cause persists. If performance is not resumed within a reasonable period after the cause of the delay or non-performance ceases to operate the other party may terminate this Agreement immediately by written notice to the affected party.
  8. A provision of this Agreement, or any right referenced in it, may only be waived by written notice signed by the party granting the waiver. Waiver of a breach of this Agreement does not waive any other breach.
  9. All notices, consents or other communication must be in writing addressed to the parties and will be taken to have been given if:
    1. personally delivered, on delivery;
    2. mailed, on the expiration of five (5) business days after posting;
    3. sent by email when the recipient sends an acknowledgment of receipt of the email.
  10. Neither LoS nor Client may assign, sub-license or otherwise transfer the benefit of this Agreement without the other's prior consent.

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