Business Services Agreement 

Bold Darling Mastermind

Welcome to Bold Darling! I am committed to ensuring a positive ongoing relationship with you, and as part of that commitment, I want to ensure that all expectations of each party are set out clearly from the outset to help achieve a wonderful experience for you. This Agreement sets out how we will work together in the Bold Darling Mastermind.

RECITALS

1. Lorraine Murphy offers mentoring and coaching services tailored to the client’s needs and requirements, over a set period, called the Bold Darling Mastermind (‘the Services’). Lorraine Murphy has agreed to provide You with the Services.
2. These Terms and Conditions govern Your relationship with Lorraine Murphy. By accepting and agreeing to these T&C, You agree to be bound by the terms that follow.  

THE PARTIES AGREE AND DECLARE AS FOLLOWS

1. Interpretation

1.1. Definitions

• In this Agreement unless the context otherwise requires:
• Agreement means these Terms and Conditions;
• Business Day means a day on which banks generally are open for trading business in New South Wales, Australia;
• Confidential Information means information provide by a party under this Agreement to the other party, that is not generally available to the public;
• Fees means the fees set out at Item 9 of the Schedule;
• GST Act means A New Tax System (Good & Services Tax) Act 1999 (Cth);
• Intellectual Property means the business names, copyrights, patents, trade marks, service marks, trade names, designs, materials, and similar industrial, commercial and intellectual property (whether registered or not) of Lorraine Murphy;
• Loss and Claim means, in relation to any person;

1. a damage, loss, cost, expense, or liability incurred by the person; or
2. a claim, action, proceeding or demand made against the person,

• however arising and whether present or future, fixed or ascertained, actual or contingent;

Parties means the parties to this Agreement;

Services means the services set out at Item 3 of the Schedule; 

Tax means any tax, levy, impost, deduction, charge or duty of any kind and whether direct or indirect, (and any related interest, penalty, fine or costs in connection with any of them) levied or imposed by any Government Agency

2. The Engagement

1. Lorraine Murphy agrees to perform the Services for You, for the Fees, Terms and on the Date/s as set out in the Schedule.
2. Lorraine Murphy will work with You in a group to achieve Your goals.
3. Lorraine Murphy agrees to commence the Services on the Commencement Date, upon acceptance of these Terms and Conditions, and upon payment of the required Fees by You. 
4. Both Parties agree that the Services will be provided online and in person.
5. Lorraine Murphy will only provide You with a refund of the Services Fee in the event they are unable to continue to provide the Services (the 'Refund'). 

3. Payment for the Services

3.1 Fees

1.  You agree to pay Lorraine Murphy the Fees outlined in Item 8 of the Schedule.
2. You agree to make Payment of the Fees pursuant to Item 9 of the Schedule, by the method prescribed in Item 10 of the Schedule.

3.2 Goods and Services Tax

Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts.

4. Cancellations, Refunds and Termination

4.1. Cancellations and Refunds

1. You must notify Lorraine Murphy of an intention to cancel any part of the Services as soon as practicable through e-mail to [email protected] and abide by the following (‘Cancellation Policy’).
2. If You are unable to attend a group session, You will not be provided with a refund. Recordings of all sessions will be provided.  
3. Lorraine Murphy may change the Cancellation Policy at any time without notice with and bookings made in advance of the change will not be affected.

4.2. Termination  

1. All Services are non-refundable. If You wish to terminate Your involvement in the Services early, You will not receive a refund. 
2. If You are paying through a payment plan, You are required to make all outstanding payments of the Fee within 7 days of cancellation.
3. Lorraine Murphy reserves the right to terminate Your involvement in the Services for breach of this Agreement with 7 days notice by e-mail. 
4. If Lorraine Murphy terminates the Services, You agree to pay Lorraine Murphy for the portion of the Services completed up to the date and time of termination.
5. Lorraine Murphy will only provide You with a refund of the Fees in the event that Lorraine Murphy is unable to continue to provide the Services (the 'Refund').  

5. Copyright and Intellectual Property Rights

5.1 Intellectual Property Rights

1. You agree that any works, items, materials or information of whatever nature produced or developed by Lorraine Murphy or under Lorraine Murphy's direction pursuant to or in the course of providing the Services will remain the sole and complete property of Lorraine Murphy, whether such property is tangible or is in the nature of industrial and Intellectual Property Rights (including copyright and rights of Confidential Information).
2. If You have fully complied with this Agreement and if the works, items, materials or information referred to in clause 5.1(a) have been produced by Lorraine Murphy as part of the Services, Lorraine Murphy grants to You a non-exclusive and non-transferable licence to use such works, items, materials and information for such purposes as the parties reasonably contemplate at the Commencement Date.
3. There is no assignment of Intellectual Property Rights by Lorraine Murphy to You pursuant to this Agreement.
4. Nothing in this Agreement affects the Moral Rights in any works, items, materials or information supplied pursuant to this Agreement.

5.2. Indemnification

You hereby indemnify and agree to keep indemnified Lorraine Murphy against all liability, losses or expenses You incur in relation to or in any way directly or indirectly connected with any breach of copyright or any rights in relation to copyright in such literary and artistic works supplied as aforesaid.

6. Warranty 

1. Lorraine Murphy will use its best efforts and take all reasonable steps to help You achieve your desired results. However, Lorraine Murphy makes no warranty that the services will meet Your requirements or that all clients will achieve the same results.
2. The Services do come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, You are entitled to cancel your service contract with us, and You are entitled to a refund for the unused portion, or to compensation for its reduced value.

 7. Disclaimer

1. You are solely responsible for creating and implementing Your own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Services and Your group and individual sessions and interactions with Lorraine Murphy. As such, You agree that Lorraine Murphy is not and will not be liable or responsible for any actions or inaction, including effects on Your business or career, or for any direct or indirect result of any Services provided by Lorraine Murphy.
2. You understand that the Services are not a substitute for business advice. Lorraine Murphy recommends that You seek independent accounting or legal advice prior to relying on any information, tools, calculators, financial numbers, case examples or guidance provided in the Sessions. Lorraine Murphy will not be liable in any way for Your use of, or reliance upon, the information or advice provided during the delivery of the Services.
3. You understand that in order to enhance the mentoring relationship, You agree to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Mastermind.

8. Liability and waivers

8.1. Liability

Lorraine Murphy’s total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to You. 

8.2. Waivers

1. A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
2. The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

 9. Disclosure and Use of Confidential Information

1. All obligations of confidence set out in this Agreement continue in full force and effect after the Services have been provided.
2. Lorraine Murphy must not disclose any Confidential Information to any third party without Your prior consent.
3. Each party must keep confidential the terms of this Agreement. If a party becomes aware of a breach of this obligation, that party will immediately notify the other party.
4. This Agreement prohibits the disclosure of Confidential Information by Lorraine Murphy with exception to the following circumstances:
   1. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and You have consented to the disclosure of such information to the professional adviser;
   2. the disclosure is required by applicable law or regulation; or
   3. if the confidential information is already in the public domain at no fault of Lorraine Murphy.

 10. Force Majeure

1. If circumstances beyond Lorraine Murphy’s control prevent or hinder its provision of the Services, Lorraine Murphy is free from any obligation to provide the Services while those circumstances continue. Lorraine Murphy may elect to terminate this Agreement or keep the Agreement on foot until such circumstances have ceased.
2. Circumstances beyond Lorraine Murphy’s control include, but are not limited to, unavailability of materials or components, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
3. For the sake of clarity, if in Lorraine Murphy’s reasonable opinion, the provision of the Services will be affected by the COVID-19 Pandemic, Lorraine Murphy may suspend the provision of the Services in part or in whole to You indefinitely. Additionally, Lorraine Murphy will not be liable for any losses or damage due to the COVID-19 Pandemic. If You choose to terminate this agreement due to the COVID-19 Pandemic, cl. 4.2 will apply. 

 11. No partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

 12. Governing Law & Jurisdiction

1. This Agreement is governed by the laws of New South Wales, Australia.
2. In the event of any dispute arising out of or in relation to the Services, the parties agree that New South Wales, will be the venue for resolving any disputes. 

 13. Dispute Resolution & Mediation

We hope that a dispute between us does not arise, however in the unlikely event that it does, the following clauses will apply.

1. If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
2. A party to this Agreement claiming a dispute (the Dispute) has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the Notice).
3. On receipt of the Notice by the other party, the parties must within 7 days from the date the Notice was served, attempt in good faith to resolve the Dispute as expeditiously as possible, including by negotiation or such other means upon which they may mutually agree.
4. If for any reason whatsoever, 21 days after the date the Notice was served, the Dispute has not been resolved the parties must either agree upon the selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales. 
5. It is agreed that mediation will be held in New South Wales, with the venue to be agreed.
6. The parties agree to be equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation.
7. All communications concerning negotiations made by the parties arising out of and in connection with this clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.
8. In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute.

 14. Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

 15. Entire Agreement and Modifications

1. Both You and Lorraine Murphy confirm and acknowledge that:
   1. This Agreement is the entire Agreement between You and Lorraine Murphy and supersedes and overrides all previous communications, either oral or written, between the parties;
   2. No Agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
   3. If for whatever reason there is inconsistency between this Agreement and any other Agreement, this Agreement shall prevail.

EXECUTION

EXECUTED as an Agreement by 

Remarkability Australia Pty Ltd 

(ACN: 615 485 982) in accordance with 

s127 of the Corporations Act 2001 (Cth):

Signed by Lorraine Murphy

Director