Please read and agree below
*
The terms below define our relationship and how we will work together. We look forward to working with you.
Definitions and Interpretation
1.1 Definitions In this document, unless the context otherwise requires, capitalised terms have the meaning given to them in the Quotation, and:
Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the Provider.
Business Day means a day on which banks are open for general banking business in Queensland, Australia excluding Saturdays, Sundays and public holidays.
Client means the party that ordered the Goods or Services.
Confidential Information includes information or documentation which:
(a) is disclosed to the Client in connection with this document (whether before or after the Effective Date);
(b) is prepared or produced under or in connection with this document (whether before or after the Effective Date); or
(c) relates to:
(1) the business, assets or affairs of the Provider; or
(2) the subject matter of, the terms of and/or any transactions contemplated by this document, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the Client or received, acquired, overheard or learnt by the Client in any way whatsoever.
Corporations Act means the Corporations Act 2001 (Cth).
Defect has the meaning given in clause 3.5(a).
Deposit means the deposit specified (if relevant) in the Quotation.
Dispute has the meaning given in clause 8(a).
Dispute Notice has the meaning given in clause 8(b).
Document has the meaning given in the Quotation.
Effective Date means the earlier of the date on which this document is:
(a) signed by each of the Parties, as set out in the Quotation; or
(b) otherwise accepted in accordance with its terms.
Goods means any goods specified in the Quotation.
Insolvency Event means the occurrence of any one or more of the following events in relation to the Client:
(a) it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
(b) an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed, or any steps are taken to pass a resolution for its winding up or dissolution;
(c) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
(d) a controller is appointed in respect of any of its property;
(e) it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
(f) a distress, attachment or execution is levied or becomes enforceable against it or any of its property;
(g) it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
(h) a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
(i) a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
(j) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Client.
Intellectual Property means any:
(a) copyright;
(b) registered or unregistered design, patent or trade mark rights;
(c) trade, business, company or domain names;
(d) know-how, inventions, processes, trade secrets or Confidential Information;
(e) circuit layouts, databases or source codes; or
(f) similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Party means a party to this document, and Parties means all of them.
Payment Terms means any conditions of payment specified in the Quotation.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.
Price means the price specified in the Quotation.
Price Variation has the meaning given in clause 3.2(b)(1)(A)(ii).
Provider means Leader Movement Pty Ltd ABN 77 625 384 992.
Quotation means the quote or invoice to which these terms and conditions are associated.
Services means any services specified in the Quotation.
Site means www.foundher.co and/or founder.online
Third Party Inputs has the meaning given in clause 3.3(a)(1).
Trust has the meaning given in clause 7(a).
Trustee has the meaning given in clause 7(a).
Use has the meaning given in clause 5(b).
1.2 Interpretation
In this document, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) headings are for convenience only and do not affect interpretation;
(c) a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this document;
(d) if any act which must be done under this document is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
(e) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or reenactments from time to time;
(f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(g) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(h) includes and similar words mean includes without limitation;
(i) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(j) a reference to a party to an instrument includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(k) a reference to this document or any other instrument includes the instrument, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(l) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them severally;
(m) a reference to time is to local time in Queensland, Australia.
2. Commencement
(a) This document takes effect on and from the Effective Date. No cancellations by the Client will be accepted by the Provider after the Effective Date, other than in accordance with clause 9.
(b) The Provider will proceed with the provision of the Goods or Services within a reasonable time after the later of:
(1) the Effective Date;
(2) receipt of full payment of the Deposit from the Client (if applicable); and
(3) the satisfaction of any other conditions precedent contemplated by this document.
3. Provider’s obligations
3.1. Goods or Services
(a) In consideration of the Client’s payment of the Price, the Provider will provide the Goods or Services in accordance with this document, whether itself or by using its Personnel.
(b) If this document expresses a time within which the Goods or Services are to be provided, the Client acknowledges and agrees that any such time is an estimate only and creates no obligation on the Provider to provide the Goods or Services by that time.
(c) Despite anything to the contrary, to the maximum extent permitted by law, the Provider will not be responsible, and will have no Liability, for any works, services, goods, materials or items which:
(1) do not form part of the Goods or Services, as expressed in the Quotation; or
(2) have not been provided by the Provider. This clause 3.1(c) will survive the termination or expiry of this document.
(d) General Variations to the Goods or Services to be Provided subject to clause 3.2(b), the Client may request a variation or change to the Goods or
(e) Services, by providing written notice to the Provider, with details of the variation or change.
(f) Despite anything to the contrary:
(1) the Provider will not be obliged to vary or change the Goods or Services, including the timing for the provision of the Goods or Services, unless:
(a) the Provider confirms:
(i) that it accepts the variation or change; and
(ii) the effect of the variation or change, including to the Price (Price Variation), in writing to the Client;
(b) the Price has been adjusted to reflect the Price Variation; and
(c) the Client has paid the Provider the Price (as adjusted by the Price Variation) in accordance with the Payment Terms; and
(2) without limiting and in addition to clause 3.2(b)(1), where:
(a) the Goods or Services are varied or changed, or the costs of providing the Goods or Services increase; and
(b) the cause of that variation, change or increase relates to, or is connected with, an event or circumstance beyond the Provider’s reasonable control, the Client must pay the Provider the additional costs and expenses it suffers or incurs as a debt due and immediately payable to the Provider.
3.2 Rescheduling Coaching Sessions Coaching sessions require a minimum of 24 hours’ notice to be rescheduled. If less than 24 hours’ notice is given to the provider, it is at the Provider’s absolute discretion whether the rescheduling request will be accommodated.
3.3 Rescheduling Strategy Immersion Days 7 days’ notice is required for any rescheduling of a strategy immersion day. Rescheduling may incur additional costs to the Provider and the Client agrees that it will pay any reasonable additional costs and expenses associated with rescheduling as a debt due and immediately payable to the Provider.
3.4 Third parties (a) The Client acknowledges and agrees that:
(1) the provision of the Goods or Services may be contingent on, or impacted by, third parties, including suppliers, transportation or logistics providers or other subcontractors (Third Party Inputs); and
(2) despite anything to the contrary, to the maximum extent permitted by law, the Provider will not be responsible, and will have no Liability, for any default or breach of this document or law, if such default or breach was caused or contributed to by any Third Party Inputs.
(b) This clause 3.3 will survive the termination or expiry of this document.
3.5 Defects
(a) If and only if, within 24 hours after the delivery, collection or completion of the Goods or Services (as applicable), the Client has notified the Provider in writing of any fault, defect or error in the Goods or Services, which is caused by a breach of this document by the Provider (Defect), along with a photo relevant) and description of the relevant Defect, the Provider will, at its own cost:
(1) repair or remedy the Defect; or
(2) if it is unable to repair or remedy the Defect, offer the Client a choice of a credit or a refund with respect to that part of the Price applicable to the Defect.
(b) If requested by the Provider, the Client must make available, or return, to the Provider the Goods or Services the subject of a notice under clause 3.5(a), together with all packaging, parts, accessories and documentation which were handed over by the Provider with the Goods or Services.
(c) Despite anything to the contrary, to the maximum extent permitted by law, the Provider’s aggregate Liability for any fault, defect, error, omission or lack of functionality or suitability with respect to the Goods or Services will be limited to, and must not exceed, the costs it incurs in complying with clause 3.5(a)(1) or 3.5(a)(2) (as applicable). This clause 3.5(c) will survive the termination or expiry of this document.
4. Client’s obligations
4.1. General
(a) The Client agrees to comply with:
(1) this document;
(2) all reasonable requests or requirements of the Provider; and
(3) all laws.
(b) The Client agrees to:
(1) participate positively and openly in the Services; and
(2) not on-sell, re-supply, redistribute or otherwise provide the Goods or Services to any third party (whether for commercial profit or gain or otherwise) without the Provider’s
(3) Provider’s prior and express written consent.
4.2 Payment
(a) The Client must pay the Provider:
(1) the Price; and
(2) any other amount payable to the Provider under this document, in accordance with the Payment Terms.
(b) If any payment has not been made in accordance with the Payment Terms, the Provider may (at its absolute discretion):
(1) immediately cease providing the Goods or Services, and recover as a debt due and immediately payable from the Client its Additional Costs of doing so;
(2) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
(3) engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
(4) report the Client to any independent credit data agencies.
(c) The Price is payable in any of the currencies specified on the Site at the time of making payment.
4.3 Assistance The Client must provide all assistance (including information or documentation) which the Provider requests, to enable the Provider to comply with its obligations under this document or at law.
4.4 Confidentiality
(d) Subject to clause 4.5(b), the Client must (and must ensure that its Personnel do):
(1) keep confidential; and
(2) not use or permit any unauthorised use of, all Confidential Information.
(b) Clause 4.5(a) does not apply where:
(1) the Client has the prior written consent of the Provider;
(2) the disclosure is required by law; or
(3) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this document and provided that the Client ensures the adviser complies with the terms of clause 4.5(a).
(c) To the maximum extent permitted by law, the Client indemnifies, and must continue to indemnify, the Provider against all Liability it suffers or incurs arising from or as a consequence of a breach of this clause 4.5 by the Client.
4.5 Warranty The Client warrants that it has not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of the Provider, whether before or after the Effective Date.
4.6 Survival This clause 4 will survive the termination or expiry of this document.
5. Intellectual Property
(a) As between the Parties, all Intellectual Property developed, adapted, modified or created by or on behalf of the Provider or its Personnel (including in connection with this document or the provision of the Goods or Services), whether before or after the Effective Date, will at all times vest, or remain vested, in the Provider.
(b) The Client acknowledges that any Intellectual Property provided by the Provider to the Client is licensed for the Client’s exclusive, non-assignable, personal use.
(c) If a Client is providing Intellectual Property to the Provider in connection with Goods or Services, the Client must, upon the Effective Date, grant the Provider a perpetual, royalty-free, world-wide, unconditional and irrevocable licence to use, develop, adapt and modify (Use) that Intellectual Property. The Client must ensure that any such Use does not infringe any Intellectual Property rights of any person.
(d) If the Client or any of its Personnel has any Moral Rights in any material provided, used or prepared in connection with this document, the Client must (and must ensure that its Personnel) consent to the use or infringement of those Moral Rights.
(e) To the maximum extent permitted by law, the Client indemnifies, and must continue to indemnify, the Provider against all Liability it suffers or incurs arising from or as a consequence of a breach of this clause 5 by the Client.
(f) This clause 5 will survive the termination or expiry of this document.
6. Limitations
(a) Despite anything to the contrary, to the maximum extent permitted by law:
(1) the Provider’s maximum aggregate Liability arising from or in connection with this document (including the Goods or Services and/or the subject matter of this document) will be limited to, and must not exceed the portion of the Price paid by the Client to the Provider for the Goods or Services the subject of the relevant claim; and
(2) the Provider will not be liable to the Client for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
(b) Despite anything to the contrary, to the maximum extent permitted by law, the Provider will have no Liability, and the Client releases and discharges the Provider from all Liability, arising from or in connection with any:
(1) loss of, or damage to, the Goods or Services (or any item used in the provision of the Goods or Services), or any injury or loss to any person;
(2) failure or delay in providing the Goods or Services; or
(3) breach of this document or any law, where caused or contributed to by any:
(4) event or circumstance beyond the Provider’s reasonable control; or
(5) act or omission of the Client or its Personnel.
(c) The Client acknowledges that the Services do not include any financial, legal, medical or psychological advice.
(d) The Client agrees that, to the maximum extent permitted by law, this document excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms,
(a) conditions and warranties are fully expressed in this document.
(b) This clause 6 will survive the termination or expiry of this document.
7. Trust provisions
(a) A Party who enters into this document as a trustee (Trustee) enters into this document only in its capacity as a trustee of the trust of which it is described as the Trustee (Trust).
(b) Subject to clause 7(c), and despite any other provision of this document, a Liability arising under or in connection with this document is limited and can be enforced against a Trustee only to the extent to which the Trustee is indemnified out of the assets of the Trust.
(c) The limitation set out in clause 7(b) does not apply where the Trustee’s right to indemnification is reduced or lost as a result of fraud, breach of trust or breach of duty by the Trustee.
(d) This clause 7 will survive the termination or expiry of this document.
8. Dispute Resolution
(a) A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this document (Dispute) without first complying with this clause 8 unless:
(1) that Party is seeking urgent interlocutory relief; or
(2) the Dispute relates to compliance with this clause.
(b) In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party setting out the details of the Dispute and proposing a resolution (Dispute Notice).
(c) Within 5 Business Days after receiving the Dispute Notice, the Parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the Party), meet at least once to attempt to:
(1) resolve the Dispute; or
(2) agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged.
(d) If the Parties do not:
(1) resolve the Dispute; or
(2) (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 15 Business Days after receipt of the Dispute Notice, the Dispute may be referred by either Party (by notice in writing to the other Party) to litigation.
(e) Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this document.
(f) This clause 8 will survive the termination or expiry of this document.
9. Termination (a) This document will terminate immediately if:
(1) mutually agreed in writing between the Parties;
(2) the Client is in breach of this document and that breach has not been remedied within five Business Days of being notified by the Provider;
(3) the Client is subject to an Insolvency Event;
(4) the Provider is in breach of a material term of this document and that breach has not been
(5) remedied or overcome within 15 Business Days of being notified by the Client; or
(6) decided in the discretion of the Provider.
(b) Termination of this document will not affect any rights or liabilities which a Party has accrued under it.
(c) Upon termination of this document, the Client agrees that it will (and will ensure that its Personnel):
(1) where this document is terminated under clauses 9(a)(1) to 9(a)(3) (inclusive), pay:
(a) the Price in full; and
(b) all Additional Costs resulting from the termination of this document, to the Provider as a debt due and immediately payable;
(2) not disparage or otherwise make any unfavourable statements or comments regarding the Provider or its Personnel, either directly or by implication, verbally or in writing;
(3) immediately return to the Provider all property, including Confidential Information and Intellectual Property belonging to the Provider or its Personnel, in its or its Personnel’s possession; and
(4) not use any Intellectual Property belonging to the Provider or its Personnel. This clause 9(c) will survive the termination or expiry of this document.
10. General
10.1. Representations The Client represents and warrants to the Provider:
(a) it has full legal capacity and power to enter into this document, to perform its obligations under this document, to carry out the transactions
(b) contemplated by this document, to own its property and assets and to carry on its business;
(c) no Insolvency Event has occurred in respect of it;
(d) this document constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
(e) the execution and performance by it of this document and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any instrument binding on it.
10.2 Notices
(a) A notice or other communication given under this document must be:
(1) in writing, in English and signed by the sender; and
(2) addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
(b) A Party’s notice details are set out in the Quotation. A Party may change its notice details by written notice to the other Parties.
(c) A notice or communication is taken as having been given:
(1) when left at a Party’s current address for notices;
(2) if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
10.3 Waiver Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this document does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
10.4 Powers, rights and remedies Except as provided in this document or permitted by law, the powers, rights and remedies of a Party under this document are cumulative and in addition to any other powers, rights and remedies the Party may have.
10.5 Consents or approvals Except as provided in this document, a Party may give, attach conditions to or withhold any consent or approval under this document in its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
10.6 Assignment No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this document without the prior written consent of the other Parties. Any purported dealing in breach of this clause 10.6 is of no force or effect.
10.7 Further assurance Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this document and their obligations under it.
10.8 Costs and expenses Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this document and any instrument relating to it.
10.9 Relationship of Parties This document is not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this document gives a Party authority to bind any other Party in any way.
10.10 Independent legal advice Each Party acknowledges and agrees that it has had an opportunity to read this document, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
10.11 Force Majeure If performance of this Agreement or any obligation under it is prevented, restricted or interfered with beyond either party’s reasonable control, and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.
10.12 Severance
(a) If a provision of this document is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
(b) If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this document without affecting the validity or enforceability of the remainder of that provision or the other provisions in this document.
10.13 Entire agreement This document contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
10.14 Amendment This document may only be amended by written instrument executed by all Parties.
10.15 Counterparts This document may be executed in any number of counterparts that together will form one instrument.
10.16 Governing law and jurisdiction This document is governed by the laws of Queensland, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.