SERVICE AGREEMENT

PROPOSAL

This Proposal forms part of the Agreement between the Service Provider and the Client and must be read together with the Terms and Conditions.

By signing this Proposal, accepting this Proposal electronically, making payment in accordance with this Proposal, or otherwise instructing the Service Provider to commence the Services, the Client acknowledges that they have read, understood, and agree to be bound by the Terms and Conditions forming part of this Agreement.

Unless otherwise defined in this Proposal, capitalised terms have the meaning given to them in the Terms and Conditions.

PARTIES
Service Provider	PELORA PARTNERS 40 984 563 262 contact@pelorapartners.com
Client	The individual or legal entity identified in the booking details. Where a booking is made on behalf of a business or organisation, the person making the booking confirms that they are authorised to enter into this Agreement on its behalf.
ENGAGEMENT DETAILS
Engagement Type	1:1 Operations Consulting
Engagement Timeline (Retainer Period)	Per-session engagement Each engagement is limited to the individual 1:1 consultation booked and paid for by the Client. Any additional sessions or ongoing services require a separate booking or an alternative arrangement agreed with PELORA PARTNERS.
Commencement Date	This Agreement takes effect on the date the Client completes their booking, accepts the Service Agreement and makes payment through the PELORA PARTNERS online booking system
Business Hours	Consultation Availability: Monday to Saturday 7:00 am to 7:00 pm (AEST)
SERVICES
Program or Session Purpose	The purpose of the engagement is to provide a focused, one-to-one virtual consultation addressing the operational matters, questions, decisions or opportunities identified by the Client. The consultation may involve discussion, assessment, professional perspective and practical guidance relevant to the Client's circumstances. The specific focus and duration of the consultation are determined by the service selected and the information provided during booking.
Services/ Deliverables What is Included	One 1:1 virtual consultation of the duration selected and paid for by the Client (CONNECT – 30 minutes or PERSPECTIVE – 60 minutes). Professional discussion, assessment and practical guidance relevant to the matters raised during the consultation. For PERSPECTIVE, provision and advance review of the completed CLARITY form, where submitted at least 48 hours before the consultation. For PERSPECTIVE, a brief post-consultation email summarising key discussion points and agreed next steps, where applicable. The engagement does not include formal written reports, implementation, ongoing support or additional consultations unless separately agreed with PELORA PARTNERS. The Services are strictly limited to what is expressly set out in this section. Any services, deliverables or tasks not listed are not included and will be quoted as additional work.
Session Format	One-to-one virtual consultation conducted via Google Meet. The meeting link will be provided in the booking confirmation email. Any alternative arrangements must be agreed with PELORA PARTNERS in advance.
Between-Session Support	Not applicable. CONNECT and PERSPECTIVE are individual consultation engagements and do not include ongoing or between-session support. Any additional consultation, correspondence or support outside the agreed services must be arranged separately with PELORA PARTNERS. Communications received outside Business Hours will be treated as received on the next Business Day. The Service Provider aims to respond within 24–48 hours during Business Hours. Response times may vary depending on workload, scope of Services and current commitments.
CANCELLATION AND RESCHEDULING
Notice Required	The Client must provide at least 48 hours' written notice to cancel or request rescheduling of a consultation. Requests must be submitted by email or through the booking system, where available. One reschedule is permitted without additional charge, subject to availability.
If Notice Not Given	Where the required notice is not provided, the consultation is not eligible for rescheduling unless otherwise agreed in writing.
Late Arrival and Non-Attendance	Consultations commence and conclude at their scheduled times. Late arrival does not extend the consultation, and only the remaining scheduled time will be available. Non-attendance does not entitle the Client to a refund or replacement session.
Service Provider Unavailability	If the Service Provider is unable to deliver the consultation, an alternative appointment will be offered, with reasonable notice where possible. Where rescheduling cannot be arranged, refunds will be handled in accordance with Clause 10 of the Terms and Conditions.
Termination Notice Period	Not applicable. Each engagement is limited to the individual consultation booked and concludes upon completion of the agreed services. Cancellation or rescheduling before the consultation is governed by the Cancellation and Rescheduling provisions of this Agreement.
AUTO-RENEWAL
Renewal Terms	No automatic renewal. The engagement ends at the conclusion of the agreed timeline. The client must re-enrol to continue.
FEES AND PAYMENT
Fee	Single session: The fee for the session is as stated at the time of booking and is payable in full at the time of booking. CONNECT: A$275 per 30-minute virtual consultation (including GST). PERSPECTIVE: A$495 per 60-minute virtual consultation (including GST). Fees as at 10 October 2026. Any further services require a separate booking and payment.
Deposit	Not Applicable — consultation fees are 100% payable in full at the time of booking.
Payment Dates	Paid in full prior to commencement
Payment Due Dates	Not applicable
Interest Rate	Not applicable
INTELLECTUAL PROPERTY
Intellectual Property	All Intellectual Property created in connection with this engagement, including program materials, course content, frameworks, methodologies, resources, strategies and any bespoke work product created for the Client, remains the property of the Service Provider unless otherwise stated in the Special Conditions below. The Client receives a licence to use materials for their own personal and business purposes only. The Client may not reproduce, share, distribute, resell or represent any of the Service Provider's frameworks or content as their own.
OTHER DETAILS
Jurisdiction and Governing Law	The Agreement is governed by the laws of Queensland, Australia.

ACCEPTANCE OF TERMS

By completing payment, submitting a booking form or otherwise instructing the Service Provider to commence the Services, the Client acknowledges that they have read, understood and agree to be bound by these Terms and Conditions.

TERMS AND CONDITIONS

1. DEFINITIONS

The following expressions used in these Terms and Conditions have the following meaning, unless the context clearly requires otherwise:

(a) Agreement means these Terms and Conditions, the Proposal and any subsequent Proposal, annexure or schedule incorporated by reference.

(b) Applicable Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or local government, which applies to the Services or either party's obligations under the Agreement.

(c) Business Day means a day other than a Saturday, Sunday or public holiday in the city or place where the Service Provider's principal place of business is located, as identified in the Proposal.

(d) Business Hours means the Service Provider's ordinary business hours as specified in the Proposal, or if not specified, 9:00am to 5:00pm on any Business Day.

(e) Chargeback means the reversal of a payment in response to a request that a customer files directly with their issuing bank or payment network provider.

(f) Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person or company, however arising and whether ascertained or unascertained, or immediate, future or contingent.

(g) Client or you / your means the person or entity specified as "Client" on a Proposal, and where the context permits includes related entities of the Client.

(h) Commencement Date means the commencement date specified in the Proposal.

(i) Confidential Information means information of a confidential nature, including information about a party's business, operations, strategy, personal circumstances, goals, challenges, finances, clients, customers, employees or suppliers, the contents of any Contract, the terms of the Agreement, and any information disclosed by one party to the other in connection with the Services or shared by any Participant in a Group Program, but does not include information in the public domain other than through a breach of confidence.

(j) Consequential Loss means any incidental, indirect, consequential, punitive or special damages, including damages to business reputation, lost business, lost opportunity, lost revenue or lost profits, arising out of or in connection with the Agreement.

(k) Contract means any Proposal accepted by you.

(l) Debt means any and all money due and owing by you to the Service Provider whether in relation to one or more Contracts, and includes, without limitation, any Overdue Amounts.

(m) Deposit means the non-refundable amount payable on enrolment or signing as set out in the Proposal, that secures the provision of the Services.

(n) Fees means the fees payable by you to the Service Provider for the Services provided pursuant to a Proposal, and includes fees for Group Programs, 1:1 sessions, packages and any additional services.

(o) Force Majeure Event means illness, injury, emergency, pandemic, epidemic, war, act of God, natural disaster, industrial dispute, power outage, internet outage, sudden event or other circumstance beyond a party's reasonable control.

(p) Group Program means any program, course, mastermind, group coaching container or other structured group offering delivered by the Service Provider for a fixed engagement timeline, as set out in the Proposal.

(q) GST means goods and services tax chargeable under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(r) Intellectual Property Rights or IP means all intellectual and industrial property rights, including copyright and related rights, all rights in relation to inventions including patents, all registered and unregistered trademarks, all rights relating to registered designs, business names, domain names, circuit layouts, trade secrets, know-how, confidential information, systems, methods, frameworks, templates, data, databases, digital products, strategies, content, documentation and all other rights resulting from intellectual activity in the artistic, literary, scientific or business fields, whether existing now or in the future.

(s) Moral Rights means the moral rights granted under the Copyright Act 1968 (Cth), including the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship.

(t) Overdue Amount means any amount of money that remains unpaid after the due date on an invoice provided to you pursuant to a Proposal you have accepted.

(u) Participant means any individual who enrols in, attends or otherwise takes part in a Group Program or related community space, whether as a paying client or invited guest.

(v) Payment Dates means the dates by which payment of the Fees is due as set out in the Proposal, invoice or applicable payment schedule.

(w) Personal Information has the meaning given in the Privacy Act 1988 (Cth).

(x) Program Materials means all content, modules, video recordings, workbooks, templates, guides, frameworks, methodologies, resources, strategies and other materials created by or on behalf of the Service Provider and made available to the Client in connection with the Services, whether as part of a Group Program, 1:1 engagement or otherwise.

(y) Proposal means any verbal or written communication made by the Service Provider, or any person on behalf of the Service Provider, to you for the supply of Services, including but not limited to services advertised on the Service Provider's website, online booking platforms, checkout pages, payment links, direct messages, social media, email or other electronic communication.

(z) Retainer Period means the recurring period of time during which the Service Provider provides the Services to the Client on a retainer basis (whether weekly, fortnightly, monthly or otherwise), as specified in the Proposal, commencing on the Commencement Date and continuing for any applicable renewal terms, until cancelled in accordance with this Agreement.

(aa) Service Provider means the party set out in the Proposal.

(bb) Services means the coaching, consulting, mentoring, group programs and related services provided by the Service Provider to the Client as agreed in a Proposal, which may include 1:1 sessions, Group Programs, online courses, masterminds, strategy sessions and any other service listed in the Proposal.

(cc) Tax Invoice has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(dd) Term means the period of engagement commencing on the Commencement Date and ending when the Services have been performed in full, the Retainer Period (including any Renewal Terms) ends, or the Agreement is otherwise terminated in accordance with its terms, whichever occurs first.

(ee) Termination Notice Period means the notice period specified in the Proposal, or if not specified, 30 days written notice.

2. GENERAL

When you enter into a Contract with the Service Provider you agree that:

(a) you have read and understood these Terms and Conditions;

(b) these Terms and Conditions apply to every transaction for the supply of Services the Service Provider provides to you;

(c) if there is any inconsistency between these Terms and Conditions and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency;

(d) the Agreement will start on the Commencement Date and continue for the Term, unless terminated earlier in accordance with these Terms and Conditions; and

(e) the Service Provider may subcontract, delegate or otherwise arrange for the performance of any of its obligations under any Contract, provided that the Service Provider remains responsible for the proper provision of the Services to the extent required by law.

3. PROPOSALS TO SUPPLY

(a) The Service Provider will provide you with a Proposal, which may be delivered in writing, advertised on a website, booking platform, social media, direct message, invoice or via email.

(b) You acknowledge that by agreeing to a Proposal, you are agreeing to be bound by these Terms and Conditions.

(i) written notice to the Service Provider;

(ii) making payment via a website, online platform or payment link;

(iii) verbally communicating your acceptance to the Service Provider or its personnel; or

(iv) allowing, through act or omission, the Service Provider to provide Services to you.

(d) Upon acceptance of a Proposal, a binding Contract is formed between you and the Service Provider on the terms of the Proposal and these Terms and Conditions.

4. ENTIRE AGREEMENT

(a) These Terms and Conditions and the terms of any approved Proposal are the only terms that apply to the Contract.

(b) To the maximum extent permitted by law, you acknowledge that you have not relied on any representation, statement, warranty, promise or understanding not expressly set out in the Agreement.

(c) You indemnify and hold the Service Provider harmless from any Claim based on terms, understandings or representations outside of these Terms and Conditions and the Proposal.

5. TERM

(a) Each Contract will remain in force for the engagement timeline specified in the Proposal, or if no fixed timeline is specified, until terminated in accordance with this Agreement.

(b) Where the Services include a Group Program, access to the program, materials and community ceases at the end of the Engagement Timeline specified in the Proposal unless the Parties agree in writing to renew.

(c) Where the Proposal provides for automatic renewal, the Agreement will renew as specified in the Proposal unless the Client provides written notice of non-renewal within the notice period specified in the Proposal.

(d) Where the Services are provided on a 1:1 or package basis and the Proposal specifies a minimum term, the Contract will continue for that minimum term and thereafter on a rolling basis until terminated in accordance with this Agreement.

6. CLIENT OBLIGATIONS AND RESULTS DISCLAIMER

The Client acknowledges that:

(a) they have full power, capacity and authority to enter into and perform their obligations under the Agreement;

(b) they are solely responsible for determining whether the Services are appropriate for them; and

(d) to get the best out of the Services, the Client agrees to provide accurate and honest information, engage openly and authentically, and be willing to do the work. The Service Provider's ability to support the Client depends on the Client's honesty, openness and commitment;

(e) results from the Services are not guaranteed. Outcomes depend entirely on the Client's own effort, commitment, willingness to implement, personal circumstances and the actions they take. The Service Provider cannot and does not guarantee any particular result, outcome, income level or transformation;

(f) the Service Provider is not responsible for results that are not achieved where the Client has not engaged fully, provided accurate information or followed through on agreed actions;

(g) they must ensure payments of Fees are made on time and as set out in this Agreement;

(h) they must maintain open and effective communication with the Service Provider, promptly addressing any questions, concerns or requests;

(i) the Service Provider reserves the right to decline to continue providing Services where the Client is not engaging in good faith or is acting in a manner that makes it impossible for the Service Provider to deliver the Services effectively; and

(j) The Client must maintain a respectful and professional demeanour in all interactions with the Service Provider and, where applicable, with other Participants. Abusive, derogatory or disrespectful conduct is not acceptable under this Agreement and may result in immediate termination without refund.

7. COMMUNITY STANDARDS

(a) This clause applies to all Clients and, in particular, to any Client participating in a Group Program, mastermind or any group-based Service.

(b) In accessing and using the Services, the Client agrees to:

(i) conduct themselves respectfully and professionally at all times;

(ii) maintain confidentiality of what is shared by other Participants in accordance with clause 28;

(iii) refrain from any conduct that is harmful, disruptive, offensive or demeaning toward the Service Provider or any other Participant; and

(iv) comply with any community guidelines or policies issued by the Service Provider from time to time.

(c) The Service Provider may issue a written warning to any Client whose conduct breaches this clause. If the behaviour continues or is considered serious misconduct, the Service Provider may immediately terminate the Client's access to the Services without refund.

(d) The Client acknowledges that the Service Provider is not responsible for the conduct, actions or statements of any other participant.

8. SERVICE PROVIDER OBLIGATIONS

(a) The Service Provider will conduct itself in a professional manner at all times while providing the Services.

(b) The Service Provider will provide the Services to a reasonable standard and with reasonable care and skill consistent with generally accepted professional standards for the type of Services being supplied.

(c) The Service Provider agrees to perform the Services in accordance with the Proposal, subject always to the Client complying with its obligations under the Agreement and subject to any Force Majeure Event.

(d) If Services outside the agreed scope are required, these will be quoted separately at an agreed rate or as otherwise agreed between the Parties in writing.

(e) The Service Provider may use Artificial Intelligence (AI) and generative AI tools to assist in the preparation, delivery and administration of the Services. The Service Provider will not use AI in a misleading way, will maintain the quality and tone of its work, and will not input the Client's confidential information into any public-facing AI tool without the Client's consent. AI is used as a tool to assist and not as a replacement for the Service Provider's expertise and agreed scope of work.

9. FEES AND PAYMENT TERMS

(a) The Client must pay the Fees in accordance with the amounts, payment terms, Payment Dates and payment method specified in the Proposal.

(b) The Service Provider may invoice the Client, provide a payment link, or issue a Tax Invoice upon request. Where a Tax Invoice is issued, it will be provided in accordance with Applicable Law.

(c) All amounts payable under this Agreement are exclusive of GST unless otherwise stated. The Client must pay GST on any taxable supply at the time the related payment is made.

(d) Fees are payable in advance unless the Proposal expressly states otherwise. Services will not commence, and access to any Program Materials, sessions or community will not be provided, until payment of the Deposit or first instalment (as applicable) has been received.

(e) Where the Proposal requires payment of a Deposit, the Deposit is payable upfront prior to commencement and is non-refundable in all circumstances except as required by law.

(f) Where the Client elects to pay Fees by payment plan or instalments:

(i) the total Fee remains payable in full regardless of whether the Client completes the program, attends sessions or continues to engage with the Services;

(ii) a payment plan does not reduce the Client's total financial obligation under this Agreement; and

(iii) all instalments fall due on the Payment Dates specified in the Proposal and must be paid in accordance with this clause.

(g) All Fees are non-refundable once the Services have commenced or the relevant billing period has begun. Retainer Periods and Group Program fees may not be paused, credited, carried forward or transferred unless expressly agreed in writing.

(h) The Client authorises the Service Provider to store the Client's nominated payment method and automatically charge that payment method on each Payment Date for the Fees specified in the Proposal, until all Fees have been paid in full or the Agreement is terminated in accordance with its terms.

(i) If any Fee remains unpaid after the due date, the Service Provider may, at its discretion and without notice:

(i) suspend or cease the provision of Services, including access to any Program Materials, sessions, community or platform, until payment is received in full;

(ii) charge a dishonour fee for any failed or returned payment;

(iii) charge interest on the Overdue Amount at the Interest Rate specified in the Proposal, calculated daily from the due date until the date of payment in full; and/or

(iv) recover the Overdue Amount, together with all costs of recovery (including legal costs and debt collection agency fees) on a full indemnity basis.

(j) The Client is not entitled to withhold, set off, deduct or delay payment of any Fee on account of any Claim, dispute, complaint or allegation against the Service Provider. Any such Claim must be pursued separately and does not affect the Client's obligation to pay Fees in full on the due date.

(k) Where a payment is reversed by way of Chargeback after the Services have commenced, the Client remains liable for the full amount of Fees owing under this Agreement. The Service Provider may recover the reversed amount through debt recovery processes, and the Client must immediately cease accessing and using any Program Materials in accordance with clause 10(f).

10. REFUNDS

(a) Deposits are non-refundable in all circumstances except as required by law.

(b) Where the Services include a Group Program or Retainer Period, strictly no refunds are offered once the Services have commenced. The Client's obligation to pay the full program fee remains regardless of whether the Client completes the program, attends sessions or engages with the content.

(i) the Client has changed their mind;

(ii) the Client's personal, professional or financial circumstances have changed;

(iii) the Client has failed to attend sessions or engage with the Services; or

(iv) the Client has insisted on the Services being performed in a way contrary to the Service Provider's approach or advice.

(d) Refunds will be offered only in accordance with Australian Consumer Law and applicable state or territory fair trading legislation. The Service Provider may exercise its discretion in exceptional circumstances.

(e) Where a refund is determined to be due, the Service Provider will arrange payment via the original payment method or as otherwise agreed. Where a third-party processor is required, processing or transaction fees may be deducted from the refund amount.

(f) Where the Client receives a refund via a Chargeback, the Client must immediately cease using any Program Materials and any other Intellectual Property of the Service Provider and destroy all electronic copies. The Service Provider is entitled to recover the amount charged back through formal debt recovery proceedings.

11. CANCELLATION AND RESCHEDULING OF SESSIONS

(a) Where the Services include scheduled 1:1 sessions, the Client must provide the minimum notice period specified in the Proposal to cancel or reschedule a session.

(b) Where the required notice is not provided or the Client does not attend a scheduled session, the session will be dealt with in accordance with the cancellation policy selected in the Proposal.

(c) Where the Services include a Group Program, the Client's inability to attend a scheduled group session does not entitle the Client to a replacement, credit, refund or reschedule unless the Service Provider determines otherwise in its absolute discretion.

(d) The Service Provider reserves the right to reschedule sessions where necessary due to illness, emergency or other unforeseen circumstances and will provide reasonable notice where possible.

12. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) All Program Materials and all Intellectual Property Rights in any content, materials, frameworks, methodologies, strategies, tools, templates, systems, resources or other outputs created or supplied by the Service Provider in connection with the Services - whether as part of a Group Program, 1:1 engagement or otherwise - remain the sole and exclusive property of the Service Provider.

(b) The Client is granted a limited, personal, non-exclusive, non-transferable licence to access and use Program Materials and any materials or outputs delivered to them solely for their own personal and business development and use. This licence:

(i) does not transfer any Intellectual Property Rights to the Client;

(ii) does not permit the Client to reproduce, share, distribute, resell, publish, teach, sub-licence or otherwise make Program Materials or any outputs available to any third party; and

(iii) ceases upon termination of this Agreement or at the end of the engagement timeline, whichever is earlier.

(c) The Client must not use any materials or outputs delivered through the Services for any commercial purpose other than the application of learnings within their own business.

(d) The Client warrants that any materials, content or information provided to the Service Provider for use in delivering the Services are owned by the Client or the Client has the necessary rights to provide them. The Client indemnifies the Service Provider against any Claim arising from the use of such materials.

(e) Each party must obtain all necessary written consents from individuals who hold Moral Rights in any materials contributed under this Agreement to allow those materials to be used in accordance with this Agreement.

(f) This clause survives termination or expiry of this Agreement.

13. USE OF ARTIFICIAL INTELLIGENCE

(a) The Service Provider may use artificial intelligence (AI) tools to assist with the delivery of the Services, including for content creation, research, program development, session preparation, scheduling, administration and correspondence. AI is used as a tool to support the Service Provider’s work and does not replace the Service Provider’s professional judgement, experience or direct engagement with the Client.

(b) The Service Provider may also use AI-enabled tools that connect to the Service Provider’s systems and that monitor, record, transcribe or summarise sessions, calls, meetings and correspondence with the Client.

(c) Nothing generated by an AI tool constitutes legal, financial, taxation, medical or other regulated professional advice, and clause 16 applies to all AI-assisted output.

(d) By entering into this Agreement, the Client consents to:

(i) the Service Provider’s use of AI tools in connection with the Services, including the monitoring, recording, transcription and summarising of sessions, calls, meetings and correspondence; and

(ii) the input of the Client’s Confidential Information and business information into AI tools for the purpose of providing the Services.

This consent is given for the purposes of clause 19, clause 28 and any applicable privacy and surveillance devices legislation.

(e) Where the Services include a Group Program, the Client acknowledges that any recording, transcript or AI-generated summary may capture information shared by other Participants, and clause 21 applies to that recording, transcript or summary.

(f) The Client acknowledges that AI tools are operated by third parties and may store or process information outside Australia in accordance with their own terms and privacy policies, and that the Service Provider does not control and is not responsible for the data handling, retention or model training practices of any third-party AI tool.

(g) The Client may withdraw the consent given under clause 13(d) at any time by written notice to the Service Provider. Withdrawal operates from the date the notice is received and does not affect anything done before that date. The Client acknowledges that:

(i) AI tools may be integral to the way the Service Provider delivers the Services;

(ii) the Service Provider is not required to continue providing the Services without the use of AI tools, and is not required to offer, negotiate or agree to any alternative scope, method of delivery, timeframe or Fee; and

(iii) where the Service Provider does not continue providing the Services following the withdrawal of consent, the withdrawal is treated as termination of this Agreement by the Client and clauses 10 and 22 apply, including the Client’s obligation to pay all Fees for the remainder of any minimum Retainer Period and the Service Provider’s entitlement to retain Fees paid in advance. This does not apply where the withdrawal arises from the Service Provider’s breach of this Agreement.

(h) The Service Provider reviews AI-assisted work before it is delivered to the Client. The Client acknowledges that AI-assisted output may contain errors or inaccuracies and, subject to clause 17(f), the Service Provider is not liable for any loss arising from the Client’s reliance on AI-assisted output otherwise than in accordance with this Agreement.

14. MUTUAL OBLIGATIONS

Each party agrees that:

(a) they will comply with all Applicable Laws in connection with the Agreement;

(b) the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations; and

(c) they will maintain valid and adequate insurance coverage during the Term sufficient to protect against claims that may occur during the provision of the Services.

15. NO REPRESENTATIONS

(a) No employee, agent, representative or affiliate of the Service Provider has authority to bind the Service Provider to any oral representations or warranty concerning the Services.

(b) Any written representation or warranty not expressly contained in these Terms and Conditions or the Proposal is unenforceable to the maximum extent permitted by law.

(c) The Service Provider makes no representation that any particular result, outcome, income level or transformation will be achieved through the Services. All results depend on the Client's own effort, commitment and circumstances.

16. NOT LEGAL, FINANCIAL OR MEDICAL ADVICE

(a) The Service Provider provides coaching, consulting and related services only. Nothing communicated or delivered by the Service Provider constitutes legal, financial, accounting, tax, medical, psychological or other regulated professional advice, unless expressly stated in writing in the Proposal.

(b) The Client is solely responsible for obtaining independent professional advice where required before acting in reliance on any Deliverable or anything provided through the Services. The Service Provider is not liable for any loss, damage or expense arising from any decision made or action taken by the Client in reliance on the Services or any Deliverable.

(c) If the Client discloses information that suggests they may be experiencing a mental health concern, the Service Provider may recommend that the Client seek appropriate professional support. The Service Provider is not a substitute for professional mental health care.

17. WARRANTIES AND INDEMNITIES

(a) The Parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement.

(b) The Client warrants that all information and materials provided to the Service Provider are accurate, complete and honest.

(c) The Client acknowledges that the Service Provider cannot be held responsible for any negative outcome arising from inaccurate or incomplete information provided by the Client.

(d) Each party agrees to indemnify and hold harmless the other party, its affiliates, officers, directors, agents and employees from and against any Claims arising from a breach of this Agreement, negligent acts or omissions or wilful misconduct by that party.

(e) In no event will the Service Provider be liable to the other for any Consequential Loss.

(f) The Parties agree that:

(i) except as set out in this Agreement, the Services are provided on an "as is" basis without representation, warranty or condition of any kind; and

(ii) nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law which cannot be lawfully excluded, restricted or modified.

18. LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law, the total liability of the Service Provider to the Client is capped at the total Fees paid by the Client in the 12 months immediately preceding the event giving rise to the liability.

(b) If the Client has a genuine grievance with any Service, the Client must notify the Service Provider in writing within three (3) days after that Service is supplied, or within such longer period as may be reasonable if the issue could not reasonably have been identified sooner. The Service Provider will then consider the merits of the claim and at its sole discretion may:

(i) re-supply or amend the Service;

(ii) provide a partial refund; or

(iii) decline to provide any remedy where the complaint does not disclose a breach of the Agreement or any applicable law.

(c) The Service Provider will not be liable for any damage, loss, expense, charge or cost incurred by the Client as a consequence of termination of Services by either party, or any injury, death or property damage, except to the extent caused by the Service Provider's negligence.

(d) This clause survives expiry or termination of this Agreement.

19. PRIVACY

(a) The Service Provider may collect, access and process Personal Information in connection with the provision of the Services, including Personal Information relating to the Client and the Client's customers or audience.

(b) The Client acknowledges that the Service Provider may disclose Personal Information to third-party contractors, platform providers and service providers, including those located outside Australia, where reasonably necessary to provide the Services. The Service Provider will take reasonable steps to ensure that any overseas recipients handle Personal Information in accordance with the Australian Privacy Principles or equivalent obligations under applicable data protection laws.

(c) The Service Provider will handle Personal Information in accordance with applicable privacy laws, including the Privacy Act 1988 (Cth), and any privacy policy published by the Service Provider from time to time.

(d) To the extent the Service Provider processes Personal Information on behalf of the Client, it does so solely for the purpose of providing the Services and in accordance with the Client's reasonable instructions.

(e) The Client must notify the Service Provider promptly of any change to their contact or payment details. Where the Client provides Personal Information relating to third parties, the Client warrants that it has all necessary consents and authorities to do so.

20. OUR PROMISE TO YOU

(a) The Service Provider is committed to delivering the Services to a high professional standard and is genuinely invested in the Client's growth and progress.

(b) If at any point the Client is not satisfied with the Services, the Client is encouraged to raise this directly with the Service Provider. The Service Provider will, where appropriate and reasonable, consider the concerns raised and determine what action, if any, is appropriate.

21. PARTICIPANT CONFIDENTIALITY

(a) Where the Services include a Group Program, mastermind or any group-based delivery, all Participants agree to receive and hold in complete confidence all information shared by other Participants in connection with the program, including personal circumstances, goals, challenges, strategies, experiences and business information.

(b) Participants must treat all information shared by other Participants as confidential and must not disclose, share, screenshot, record or reproduce such information without the prior written consent of the disclosing Participant.

(c) This obligation of Participant confidentiality applies during and after the engagement timeline and continues indefinitely in respect of sensitive personal information shared by other Participants.

(d) If a Participant breaches this clause, the Service Provider may immediately remove that Participant from the program without refund and may take any other action reasonably necessary to address the breach.

22. TERMINATION

(a) Either party may terminate this Agreement by providing written notice of at least the Termination Notice Period specified in the Proposal, provided that any minimum Retainer Period has been completed.

(b) Where the Agreement is subject to a minimum Retainer Period, the Client may not terminate for convenience during that period. If the Client terminates during a minimum Retainer Period, all Fees for the remainder of that period become immediately payable as a genuine pre-estimate of the Service Provider's loss.

(i) the Client does not pay the Fees within the timeframe specified in the Proposal or applicable Tax Invoice;

(ii) the Client otherwise breaches any obligation under this Agreement;

(iii) the Service Provider considers that mutual trust or confidence no longer exists; or

(iv) the Client becomes insolvent, bankrupt or otherwise appears unable to pay its debts as and when they fall due.

(d) Fees paid in advance are non-refundable, and any Fees owing for the remainder of the Retainer Period remain due and payable, including where this Agreement is terminated early by the Service Provider for the Client's breach.

(e) Upon termination for the Client's breach, the Client must immediately cease using any Program Materials and any Intellectual Property of the Service Provider not licensed to the Client under this Agreement. The Client remains liable for all outstanding Fees.

23. POST TERMINATION OBLIGATIONS

(a) The Client must pay all outstanding Fees within seven (7) days of receiving the final invoice.

(b) Upon termination, the Client's access to the program, materials, community and any platform provided by the Service Provider will cease immediately.

(c) The rights and obligations which by their nature are intended to continue after termination, including payment of fees, refunds, intellectual property, confidentiality, participant confidentiality, privacy, warranties, indemnities, limitation of liability, governing law and dispute resolution, continue to operate after termination.

24. MARKETING AND PROMOTION

(a) Unless otherwise agreed in the Proposal or agreed in writing, the Service Provider retains the right to promote that it provided Services to the Client, with reference to the Client's name and business name, in portfolios, on websites and in other media including social media, for the sole purpose of recognition of Services provided.

(b) The Client consents to the use of any testimonials, reviews or feedback provided to the Service Provider for promotional and marketing purposes.

(c) The Client may withdraw this consent at any time by written notice. The Service Provider will cease future use within a reasonable time but is not required to recall or remove materials already distributed where impracticable.

25. FORCE MAJEURE

(a) Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a Force Majeure Event.

(b) Where possible, the affected party must notify the other party promptly and use reasonable endeavours to resume performance as soon as practicable.

(c) The occurrence of a Force Majeure Event does not relieve either party of any obligation to pay Fees already due and owing.

26. DISPUTE RESOLUTION

If a dispute arises regarding any aspect of this Agreement, the disputing party must give the other party written notice setting out the full details of the dispute before seeking arbitration or commencing legal proceedings. The Parties agree to:

(a) engage in good faith negotiations for a period of 14 days after a dispute notice is given in order to seek to resolve the dispute;

(b) use all reasonable endeavours to resolve the dispute, including appointing third-party consultants where appropriate; and

(i) mediation, provided that both parties agree to refer the matter to mediation and agree on a mediator; or

(ii) a court of competent jurisdiction or an adjudicator with jurisdiction to determine the dispute.

Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief.

27. ILLEGALITY AND SEVERABILITY

So far as possible this Agreement will be construed so as not to be invalid, illegal or unenforceable. If any provision is deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable:

(a) that provision will be read down to the extent necessary to ensure it is not illegal, invalid or unenforceable and so as to give it a valid operation of a partial character; or

(b) if the provision cannot be read down to give it a valid operation, it will be deemed void and severable and the remaining provisions will not be affected or impaired.

28. CONFIDENTIALITY

(a) The Parties will receive and hold in complete confidence all information obtained directly or indirectly pursuant to the Services, this Agreement or its negotiation, including the contents and substance of the Agreement. The Parties will take all steps reasonably necessary to prevent disclosure of Confidential Information to others.

(b) The Parties will not use any Confidential Information except as necessary for the proper execution of this Agreement. Confidential Information may be shared within the receiving party's organisation only with those who have a genuine need to know and are bound by the same confidentiality obligations.

(i) is required for the purpose of performing the Agreement;

(ii) is required by Applicable Law; or

(iii) relates to Confidential Information publicly available through no fault of the receiving party.

(d) The obligations under this clause continue for five (5) years from the date of last disclosure, or indefinitely in respect of sensitive personal information or information shared by Participants in a Group Program.

29. NON-EXCLUSIVITY

(a) The Client acknowledges that the Service Provider may provide services to other clients, including businesses that may be in competition with the Client.

(b) The Service Provider will not disclose the Client's Confidential Information to any other party and will take all reasonable steps to ensure confidentiality is maintained.

(c) Unless expressly stated otherwise in the Proposal, nothing in this Agreement creates an exclusive relationship between the Client and the Service Provider.

30. OUTSOURCED SERVICES AND SUBCONTRACTORS

(a) The Service Provider may engage third parties, subcontractors, guest experts or specialists to assist in the provision of the Services.

(b) The Client agrees to the Service Provider utilising such third parties where reasonably required in connection with the Services.

(c) The Service Provider will remain responsible for the overall provision of the Services to the extent required by law but is not liable for the independent acts or omissions of third-party providers outside the Service Provider's reasonable control.

31. JURISDICTION AND GOVERNING LAW

(a) You agree that the laws of the state or territory specified in the Proposal apply to a Contract regardless of your business location, residential location or any other factor.

(b) The Parties submit to the non-exclusive jurisdiction of the courts of that state or territory and courts competent to hear appeals from those courts.

32. ELECTRONIC COMMUNICATION

(a) The Parties agree to communicate by electronic means including email, SMS, messaging platforms and other online tools.

(b) The Parties recognise that electronic communication is inherently insecure and that emails and data can become corrupted, are not always delivered promptly or at all. Each party is responsible for protecting their own systems, accounts and interests.

(c) To the maximum extent permitted by law, the Service Provider is not responsible for any loss or damage arising from the ordinary use of electronic communication, except to the extent caused by its negligence or wilful misconduct.

33. MISCELLANEOUS

(a) Each party warrants that it is free to enter into this Agreement and that doing so does not violate the terms of any other agreement between that party and a third party.

(b) The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

(c) Each party agrees not to disparage the other or provide negative feedback in a public forum at any time during or following the Term without first providing the other party with a reasonable opportunity to resolve the issue privately.

(d) All notices must be in writing to the email or postal address specified in the Proposal. A notice sent by email is considered delivered on the date sent unless a delivery failure notice is received. A notice sent by registered or express post is considered delivered within 5 Business Days.

(e) Any amendment or variation to this Agreement is not effective unless agreed by both parties in writing.

(f) The Client is not permitted to assign this Agreement without the Service Provider's prior written consent. The Service Provider may assign or novate this Agreement without the Client's consent, provided the Client's substantive rights are not materially prejudiced.

(g) All headings are for ease of reference and do not affect interpretation. Words in the singular include the plural and vice versa. A reference to a person includes an individual, company, corporation, trust, partnership, incorporated association, government body or other legal entity.