Contractor ServicesAgreement

2.1 Intended Independent Contractor Relationship

The parties intend this Agreement to create an independent contractor relationship. The Contractor is engaged as a self-employed provider of the Coaching Services (Clause 2.6) and not as an employee, partner, or agent of the Academy. Nothing in this Agreement is intended to create an employment relationship, and the Contractor is not entitled to employee leave or other employee benefits from the Academy except to the extent any entitlement applies as a matter of law.

2.2 No Guaranteed Work

The Academy makes no guarantee of any minimum number of sessions, hours, or income. Sessions may be offered by the Academy from time to time at its discretion, and the Contractor may accept or decline any offered session.

2.3 Non-Exclusive Engagement; Own Business

The engagement is non-exclusive. The Academy positively encourages the Contractor to provide coaching and related services to other academies, clubs, schools, and clients, and the Contractor confirms they do, or are free to, provide services to other clients. The Contractor decides whether and when to accept work, and holds their own ABN (or supplier statement) and their own insurances under Clause 9.4. Where the Contractor provides an ABN, they do so on the basis that they operate their own independent coaching business.

2.4 No Fixed Availability Requirement

The Academy does not require the Contractor to maintain fixed availability. The Contractor is under no obligation to accept any particular session or any minimum volume of work.

2.5 Right Of Substitution; No Obligation To Attend

The Contractor is not required to perform the services personally. For any accepted session, the Contractor may arrange for another person they consider suitably qualified to perform it in their place.

The only precondition is the one imposed by law: the substitute must hold a current Working with Children Check (and any other clearance the law requires to work with children), and the Contractor must give the Academy evidence of that clearance before the substitute attends. This is a non-waivable legal requirement, not a discretionary approval by the Academy.

The Contractor engages, pays, and is fully responsible for any substitute, who performs the session as the Contractor's sub-contractor and not as a contractor to the Academy. If, at the Contractor's request, the Academy pays an approved substitute directly for a session, that payment discharges the Academy's payment obligation to the Contractor for that session.

So the substitute can actually complete the deliverable, the Contractor may ask the Academy to onboard the substitute with their own linked account connected to the Contractor's account. The substitute uses that linked account — never the Contractor's own login (Clause 10) — to record attendance and submit the assessment and feedback entries for the session. Unless the direct-payment arrangement above is used, payment for the session deliverable continues to be made to the Contractor through the Contractor's own invoicing tool and nominated payment method (Clauses 4.4 and 4.5), and the Contractor remains responsible for paying their substitute.

Arranging a substitute is something the Contractor may choose to do as a courtesy — it is not a contractual obligation. The Contractor may instead simply not attend an accepted session, for any reason and without arranging a substitute, in the same way the Academy may cancel or not proceed with a session at its own discretion (Clause 4.6). Neither declining to attend nor choosing not to arrange a substitute is a breach of this Agreement; the only consequence is that no fee is payable for that session, because the deliverable was not completed and submitted (Clause 4.1).

2.6 Coaching Services — Engagement For A Result, Not Labour

"Coaching Services" means delivering, for each accepted session, the defined result described in Clause 4.1: conducting the coaching session and completing and submitting the individual assessment and feedback entry for each participating player. The Contractor is engaged and paid to produce that result — not to supply their time or labour, and not for attendance or hours worked.

Coaching sessions are about individual skill instruction and development. What the Contractor delivers, and what the Academy pays for, is the completed session deliverable (Clause 4.1) — not the performance or presentation of a match or sporting event.

3.1 ABN Or Supplier Statement

Before receiving payment, the Contractor must do one of the following:

• (a) provide the Academy with a valid Australian Business Number (ABN); or
• (b) complete and sign the Academy's current Statement by a Supplier - Not Quoting an ABN.

3.2 Reliance On Supplier Statement And Notification Of Change

Where the Contractor does not quote an ABN and instead provides the supplier statement described in Clause 3.1(b), the Academy may rely on that statement for payment administration and withholding purposes unless one or more of the following applies:

• the law requires otherwise; or
• the Academy reasonably believes the statement is incorrect, misleading, or no longer applicable.

The Contractor warrants that any information given in the supplier statement is true and correct when given, remains responsible for obtaining their own tax advice about whether that statement is accurate, and must notify the Academy immediately if any statement in that declaration stops being true or correct.

3.3 Tax, GST, And Superannuation

Where the Contractor provides an ABN, the Contractor is responsible for their own income tax, GST (if registered), business records, and their own superannuation arrangements.

Because the Contractor is engaged to deliver a defined result (Clauses 2.6 and 4.1) rather than wholly or principally to supply their labour, is free to decline to attend an accepted session at all, is paid for the completed result rather than simply for showing up, works for other clients as well as the Academy, and invoices on their own schedule, the Academy does not withhold income tax or make superannuation contributions on session fees — except where required by law or otherwise agreed in writing.

If superannuation guarantee contributions are nonetheless required by law on a payment, the session rate is treated as inclusive of them: the Academy will work out the required contribution and pay it directly to the Contractor's nominated super fund, with the remaining balance of the session rate paid to the Contractor as usual. The superannuation component is never paid to the Contractor in cash in place of the fund contribution. If a contribution becomes required and the Academy does not yet hold the Contractor's super fund details, the Academy will ask the Contractor for those details at that time and pay the contribution to the fund once they are provided.

If any amount that should have been contributed to a super fund is instead paid to the Contractor directly, that amount is an overpayment of the cash component: the Contractor must, on written notice, repay it or agree to it being corrected under Clause 4.7 so the Academy can direct it to the fund as required by law.

The parties acknowledge that the session rates in Clause 4.2 were offered and agreed on the basis of this results-based engagement. If the Contractor believes their circumstances, or the way the parties are actually working, have changed in a way that could make superannuation guarantee contributions payable, they must tell the Academy promptly so the parties can review the arrangement together.

4.1 Payment For A Completed Deliverable

For each session the Contractor accepts, the Contractor is engaged to deliver a defined result: (a) conducting the session, and (b) completing and submitting, through the Academy's app, an individual assessment and feedback entry for each participating player based on that session. The assessment-and-feedback output is the deliverable the Academy pays for; the coaching is the means of producing it. A session fee is earned only when that deliverable is completed and submitted. If the deliverable is not completed and submitted, no fee is payable for that session, because the result for which payment is made has not been delivered. Submission is expected immediately at the end of the session; a deliverable submitted more than 30 minutes after the scheduled end time is treated as a late submission for rate purposes (Clause 4.2). The late-submission rate does not apply where the delay is caused by a failure or unavailability of the Academy's app or systems, or by another matter genuinely outside the Contractor's reasonable control — in that case the deliverable is treated as submitted on time if it is submitted promptly once submission becomes possible.

4.2 Rates — Standard Rates And Agreed Variations

The Academy offers sessions at its standard rates. As at the Last Updated date the standard rates per session deliverable are:

• $75 (AUD) standard
• $50 (AUD) where the deliverable is submitted late under Clause 4.1
• $100 (AUD) eligible single-session-day uplift, subject to any program-specific exception notified in advance

The standard rates apply to every session unless a different rate has been agreed with the Contractor. The Contractor is free to propose or negotiate a different rate before accepting sessions — for example, on the basis of exceptional qualifications or professional playing or coaching experience — and to decline sessions offered at a rate they have not accepted (Clause 2.2). A non-standard rate applies only if it is agreed in writing (including by email, WhatsApp, or a record in the Academy's app against the Contractor's account) before the sessions it covers; that written record is then the operative rate for those sessions. If the Contractor is registered for GST and the supply is a taxable supply, GST will be added to the applicable session rate.

4.3 Future Rate Changes

The Academy may change rates for future sessions by giving reasonable notice before the new rate applies. Any changed rate applies prospectively only. The Contractor may accept or decline future sessions offered at the new rate.

4.4 Invoicing And Payment Administration

The Academy provides the Contractor with an invoicing tool in their own account, showing their accruing unpaid balance for completed session deliverables (Clause 4.1). The Contractor generates, manages, and sends their own invoices through this tool, on their own schedule — the Academy does not generate or send invoices on the Contractor's behalf, and does not pay the Contractor on a fixed schedule. No payment is made for any session deliverable until the Contractor has confirmed and sent the corresponding invoice, and the Contractor may query or hold back any item before doing so.

Where the Contractor is registered for GST, the Contractor remains responsible for ensuring invoices generated through the tool meet GST tax invoice requirements; the parties may agree a separate recipient-created tax invoice arrangement in writing if that is more convenient for either party, but it is not the default basis of invoicing under this Agreement.

4.5 Payment Methods

Payments may be made to the Contractor's nominated bank account, via the Contractor's Stripe connected account, or by another payment method agreed between the parties. If the Contractor elects to receive payment through a Stripe connected account, the Contractor is responsible for maintaining that account and complying with Stripe's terms.

4.6 Cancelled Sessions

The Academy may cancel or choose not to proceed with any session, including one the Contractor has already accepted, at its own discretion — for example, because of weather, an operational or safety issue (such as loss of access to lighting or damage to the pitch), or not enough players registered to make the session viable. This is the same freedom Clause 2.5 gives the Contractor not to attend.

If a session is cancelled before it takes place, no session fee is payable for that session unless the parties agree otherwise in writing for that session or program.

A session that has already started but is stopped part-way through (for example for weather or a safety issue) is not a cancelled session: the Contractor may still complete and submit the Clause 4.1 deliverable based on the coaching that took place, and the session fee is payable in the usual way.

4.7 Overpayments And Corrections

If either party identifies a payment error, that party must notify the other promptly. If the Academy reasonably believes an overpayment has occurred, it will provide written notice describing the overpayment and the basis for it. The parties will then work in good faith to correct the error. Any recovery, repayment arrangement, or set-off must be lawful and proportionate.

5.1 Provision Of Equipment

The Contractor, operating their own coaching business (Clause 2.3), is free to use their own equipment when delivering sessions. As a convenience — particularly at shared venues — the Academy may also make equipment available for use during Academy sessions, including footballs, cones, bibs, training aids, and venue keys, fobs, or other access devices ("Equipment"). The rest of this Clause 5 applies only to Academy-provided Equipment, not to the Contractor's own gear.

5.2 Care And Maintenance

The Contractor must do all of the following:

• use the Equipment only for its intended purpose in connection with Academy sessions
• take reasonable care of the Equipment
• store the Equipment safely
• return the Equipment on request or at the end of the engagement.

5.3 Loss Or Damage

If Equipment is lost, damaged beyond reasonable wear and tear, or not returned, the Academy may seek reimbursement for the reasonable replacement cost of the relevant item. The Academy must give written notice of the claim and the basis of the amount sought. Any deduction from future payments must be separately agreed in writing by the Contractor or otherwise be permitted by law.

5.4 Loss Of Keys Or Access Devices

Keys, fobs, and other access devices are treated separately from other Equipment because losing one can require the venue or the Academy to replace or re-key locks affecting other users of the venue, not just the individual item. If a key, fob, or access device provided to the Contractor is lost or not returned, the Contractor is liable for the Academy's actual, evidenced cost of replacing it or re-keying the affected lock — for example, a locksmith's or venue's invoice — and no more. The Academy must give the Contractor written notice of the claim, the basis of the amount sought, and a copy of the invoice or quote it relies on.

5.5 Recovering Amounts Owed Under Clause 5.3 Or 5.4

Where the Academy has a valid claim under Clause 5.3 or 5.4 that the Contractor does not dispute, or that is otherwise resolved in the Academy's favour under Clause 11, the Academy may set off the amount against fees the Contractor has not yet been paid for completed sessions (Clause 4.4), up to the value of that claim. The Academy must give the Contractor itemised written notice of any set-off before applying it, and must release the set-off amount immediately if the equipment, key, or access device is returned, or if the claim is otherwise resolved in the Contractor's favour. This Clause 5.5 does not authorise the Academy to reverse, claw back, or otherwise recover any amount the Academy has already paid the Contractor.

6.1 Termination By The Academy

The Academy may terminate this Agreement by written notice to the Contractor at any time. When the termination takes effect depends on the reason for it:

• Immediately — where termination is for serious misconduct, a child-safety concern, fraud, dishonesty, unlawful conduct, loss of a required clearance, or material breach of this Agreement.
• On at least 7 days' notice — in every other case. Termination on notice takes effect no earlier than 7 days after the written notice is given, and does not affect sessions already accepted and scheduled during that notice period unless the parties agree otherwise.

6.2 Termination By The Contractor

The Contractor may terminate this Agreement at any time by written notice to the Academy.

6.3 Effect Of Termination

Upon termination, all of the following apply:

• any completed session deliverables from before termination remain payable under Clause 4.4 — the Contractor may still generate, confirm, and send an invoice for them, and the Academy will pay against it in the usual way
• the Contractor must return all Equipment to the Academy within 7 days, unless otherwise agreed in writing
• the Contractor must, at the Academy's direction, return or permanently delete all Confidential Information (Clause 10) in their possession or control — including any session data, footage, photographs, or participant information held on personal devices or accounts — and confirm in writing that they have done so
• Clauses 3, 4.7, 5.3, 5.4, 5.5, 8, 9, 10, 11, and 12 survive termination.

7.1 Professional Standards

The Contractor must conduct sessions in a professional, safe, and age-appropriate manner consistent with the Academy's coaching philosophy and any reasonable child-safety, venue, or operational guidelines notified to the Contractor.

7.2 Working With Children

The Contractor is responsible for holding and maintaining any Working with Children Check, child-related employment screening, or equivalent clearance required by law in South Australia or in any other jurisdiction where the Contractor performs services for the Academy. The Contractor must not perform Coaching Services without any clearance required by law.

7.3 Compliance With Laws

The Contractor must comply with all laws and regulations applicable to the performance of the services, including laws relating to child safety, work health and safety, privacy, and anti-discrimination.

7.4 Privacy And Incident Reporting

The Contractor must handle personal information about students, parents, and guardians only for the purpose of delivering the Coaching Services, consistently with the Academy's Privacy Policy and applicable privacy law, and must not keep copies of that information beyond what delivering the services requires.

The Contractor must promptly report to the Academy: any injury or safety incident at or arising from a session; any child-safety incident or concern (in addition to any reporting the law itself requires of the Contractor); and any loss, theft, or unauthorised access or disclosure of Confidential Information (Clause 10), including a lost or compromised device holding session data.

9.1 Liability That Cannot Be Excluded

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

9.2 Academy Liability

Subject to Clause 9.1, the Academy is not liable for any indirect or consequential loss suffered by the Contractor, or for any loss, injury, or damage not caused by the Academy's breach, negligence, or unlawful act or omission.

9.3 Mutual Indemnities

The Contractor indemnifies the Academy against direct loss, claim, liability, damage, or expense to the extent caused by the Contractor's breach of this Agreement, negligence, or unlawful act or omission in performing the services.

The Academy indemnifies the Contractor on the same basis: against direct loss, claim, liability, damage, or expense to the extent caused by the Academy's breach of this Agreement, negligence, or unlawful act or omission.

Each indemnity is reduced to the extent the loss was caused or contributed to by the party claiming under it, and neither indemnity extends to indirect or consequential loss.

9.4 Insurance

The Contractor, operating their own independent business, is responsible for managing their own insurance and business affairs, and the Academy expects a Contractor delivering coaching services to hold current public liability insurance appropriate to their business. The Academy does not provide, arrange, or pay for insurance on the Contractor's behalf, and the Contractor is not covered under any insurance policy held by the Academy. The Academy may request reasonable evidence of any insurance the Contractor holds.

11.1 Written Notice Required

Before starting formal legal proceedings, the party raising a dispute must give written notice to the other party describing the dispute and the remedy sought.

11.2 Good Faith Resolution

The parties must try to resolve the dispute in good faith within 28 days after the written notice is received (or a longer period agreed in writing). Neither party may start formal legal proceedings, other than under Clause 11.3, until that period has ended.

11.3 Urgent Relief

Nothing in this Clause 11 prevents either party from seeking urgent interlocutory or injunctive relief where necessary.

11.4 Governing Law

This Agreement is governed by the laws of South Australia, Australia.