TERMS AND CONDITIONS (VIP SUBMISSION SERVICE)

GROWOLOGY CLIENT SERVICE AGREEMENT (VIP SUBMISSION SERVICE)

This Client Service Agreement ("Agreement") is entered into by and between Growology Pty Ltd ("Growology", "Company", "we", "us", or "our"), a company registered in Queensland and located at 53 Kiers Rd, Miami, QLD 4220, and you as the "Client", effective as of the start date of our services for the Client. This Agreement outlines the terms and conditions under which Growology agrees to deliver, and the Client agrees to receive, professional grant strategy and submission services through the VIP Submission Service ("VIP Service").

By entering into this Agreement and engaging Growology's services, the Client acknowledges that they have read, understood, and agreed to the terms herein, which are designed to ensure a clear understanding of responsibilities, deliverables, expectations, and limitations on both sides.

1. Scope of Services

(a) The VIP Service includes a comprehensive and structured approach to identifying, preparing, and submitting grant applications. Specifically, the service encompasses:

- The implementation of a tailored funding strategy, with up to three (3) grant submissions provided within a six (6) month term for the 3-grant package, or up to five (5) submissions within a twelve (12) month term for the 5-grant package, beginning on the date of commencement as agreed in writing.

- Proactive grant research and opportunity monitoring performed on a monthly basis, ensuring the Client remains informed of new or relevant funding prospects.

- Scheduled quarterly strategy consultations as required to align grant activities with the Client’s evolving operational, commercial, and strategic objectives.

- Full-service grant writing and submission, including strategic positioning, drafting, refinement, supporting evidence collation, internal review, and formal submission where possible.

- Ongoing tracking of submission progress, outcome monitoring, and the provision of strategic recommendations to support Client decision-making beyond the scope of grant acquisition.

(b) Access to the above services is strictly limited to Clients with an active, paid membership. Services cannot be suspended or paused unless agreed in writing by both parties.

(c) Any additional services, not expressly listed above, such as post-award grant acquittal, milestone reporting, or capital raising support, may be provided at Growology’s discretion and subject to an additional fee schedule outlined in the VIP Onboarding document.

(d) Growology shall not be held liable, nor shall refunds be granted, in circumstances where the Client fails to access or utilise the services within the agreed term.

(e) Should a grant application be submitted on behalf of the Client and subsequently withdrawn, revoked, or cancelled by the Client or the grant provider, such application will still be deemed as one of the Client’s allotted submissions under this Agreement.

(f) The Research and Development Tax Incentive (R&DTI) is excluded from the standard grant submission packages and must be commissioned under a separate engagement.

2. Client Responsibilities

(a) Compensation: The Client agrees to remit payment for the VIP Service at the agreed-upon rate, either as a full upfront payment or through a monthly instalment plan. Monthly payments shall continue until the total program fee has been received in full. Growology will issue invoices according to the selected billing method. Unless expressly terminated in accordance with Clause 4, the Client shall continue to be billed at the agreed schedule.

(b) Late Payment and Collections: Any invoice not settled within seven (7) calendar days of the due date will incur a late payment fee equal to ten percent (10%) of the outstanding balance. Continued non-payment beyond fifteen (15) calendar days may result in the immediate suspension of services and referral to a third-party collections agency. The Client shall remain liable for all overdue amounts and any costs associated with debt recovery.

(c) Authorised Payment Methods: The Client authorises Growology to charge any credit or debit card(s) provided for recurring payments or outstanding balances under this Agreement. The Client must notify Growology of any changes to payment details at least five (5) business days prior to the due date. Chargebacks initiated without Growology’s written consent will result in immediate suspension of services and legal recovery proceedings, if necessary.

(d) Provision of Information: The Client agrees to provide, in a timely and complete manner, all materials, business details, supporting documents, and responses necessary for Growology to perform its obligations under this Agreement. Any delay or failure to provide required information may lead to forfeiture of the related grant submission credit.

(e) Ongoing Engagement: The Client acknowledges that the success of the program depends significantly on the Client’s commitment, communication, and cooperation. Active participation in meetings, timely provision of requested materials, and responsiveness to deadlines are required to ensure the quality and timeliness of submissions.

(f) Success Fee on Secured Funding: In recognition of Growology’s role in securing successful funding outcomes, the Client agrees to pay a success fee equal to 2.5% of any funding amount successfully awarded as a result of Growology’s efforts exceeding $250,000 AUD annually. This fee is payable within fourteen (14) calendar days from the date the Client is notified of the successful outcome, regardless of whether funding is disbursed in stages or lump sum. Growology will issue an invoice accordingly.

3. Term of Agreement

This Agreement shall take effect as of and shall remain in effect until the earlier of the following:

- Completion of three (3) grant submissions within a six (6) month period (for 3-grant packages), or

- Completion of five (5) grant submissions within a twelve (12) month period (for 5-grant packages), whichever occurs first.

In the event that macroeconomic or sectoral factors (e.g. changes in government policy or grant program closures) prevent Growology from fulfilling the submission quota within the agreed term, Growology shall continue to provide the remaining submissions beyond the original term, at no additional cost.

4. Cancellation and Refunds

All payments made under this Agreement are strictly non-refundable, including the initial strategy and assessment fee. Clients who opt for the monthly payment plan acknowledge that this structure is a convenience-based instalment option for the total program fee, and not a pay-as-you-go subscription. Cancellation of this Agreement prior to the completion of payment does not relieve the Client of their financial obligations. To initiate a cancellation request, the Client must provide written notice to [email protected]. Growology reserves the right to suspend services in the event of non-payment.

5. Service Limitations and Disclaimers

Growology provides services based on best practices, industry expertise, and professional judgment. However, the Client acknowledges that Growology cannot and does not guarantee the outcome of any grant application. Final decisions rest solely with funding bodies, whose criteria, priorities, and availability of funds may shift at any time. While Growology will apply its expertise to maximise the likelihood of success, outcomes may vary based on market competitiveness, policy changes, or other variables beyond Growology’s control.

6. Client Cooperation and Application Readiness

The Client agrees to:

- Provide current, accurate, and complete documentation in a timely fashion.

- Respond to information requests and approval milestones without undue delay.

- Ensure availability for consultation and clarification during submission periods.

- Accept that missed deadlines due to client delays will not be the responsibility of Growology.

Failure to meet these responsibilities may result in Growology withdrawing from preparing or submitting the relevant application.

7. Confidentiality

Each party agrees to maintain in strict confidence any confidential, proprietary, or sensitive business or financial information disclosed during the course of the engagement. Confidential Information does not include public information, or that which is independently developed or obtained through lawful means. Either party may disclose Confidential Information where required by law.

8. Independent Contractor Relationship

The Client acknowledges that Growology operates as an independent contractor and not as an employee, partner, joint venture, or agent. Growology retains full control over the means and methods used to perform the Services under this Agreement. The Client will not provide benefits, nor withhold tax payments on behalf of Growology.

9. Intellectual Property Ownership

All materials, templates, written content, strategies, or resources developed or provided under this Agreement remain the exclusive intellectual property of Growology. The Client is granted a non-exclusive, non-transferable license for personal or internal business use only. The Client agrees not to copy, reproduce, distribute, or commercially exploit Growology's intellectual property without prior written consent.

10. Limitation of Liability

Growology shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, data, or business opportunities. To the extent permitted by law, Growology’s total aggregate liability arising from or related to this Agreement shall not exceed the total amount paid by the Client for the Services.

11. Indemnity

The Client agrees to indemnify and hold harmless Growology, its officers, employees, contractors, and affiliates from any claims, liabilities, or legal proceedings arising from the Client’s actions, including but not limited to:

- Misuse or misreporting of secured funds,

- Provision of false or misleading information,

- Breach of grant obligations or legal requirements.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of Queensland, Australia. Any disputes shall first be addressed through good-faith negotiation. If unresolved, parties agree to seek resolution through mediation prior to engaging in litigation.

13. Force Majeure

Growology shall not be held liable for any delays or failures to perform under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, cyber-attacks, system outages, or governmental restrictions. Services will resume as soon as reasonably possible.

14. Notices

All legal notices or formal communications under this Agreement must be delivered in writing and addressed to:

Growology Pty Ltd

53 Kiers Rd, Miami, QLD 4220

Email: [email protected]

Correspondence to the Client will be directed to the contact information provided by the Client at the time of onboarding.

Questions about these Terms and Conditions? Email us at [email protected].

Updated: September 2025