MEMBERSHIP TERMS & CONDITIONS
1. This legally binding agreement is between you and Bx Pty Ltd (ABN 78 604 725 493) (referred to as “we”, “us” or “our”), and collectively the Parties.
2. You have requested membership of the Business for Life Program, details and inclusions of which are set out in the application form (Services or Program). You agree and accept that these Terms and Conditions(Terms) form the agreement under which we will supply the Services to you. Please read the Terms carefully. Please contact us if you have any questions.
3. You accept our Terms by:
i. completing, signing and returning the application form; OR
ii. confirming by email that you accept these Terms; OR
iii. instructing us to proceed with the Services; OR
iv. indicating your acceptance of these Terms via a link sent to your email address; OR
v. making part or full payment for these Services, by the methods set out in the application form.
4. We agree to perform the Services with due care and skill.
5. We may provide the Services to you using our employees, contractors and third party providers and they are included in these Terms.
6. Suppliers of third party services who are not an employee or our direct contractor and who you engage (Third Party Services) will be your responsibility. We are not responsible for the quality of service provided by suppliers of Third Party Services. You must make direct arrangements with them.
7. Our Services cover the scope set out in the application form. If you request additional services, including but not limited to changes in scope, variations or additional rounds of comments (Variation), we have discretion as to whether we perform this work and whether an adjustment to the fees may be required in respect of the same.
8. We reserve the right to vary these Terms, revise the content of the Program, cancel, amend, change or reschedule part of the Program and to make other changes to the Program and your membership as reasonably required.
9. We reserve the right to close our office and its operations for up to four (4) weeks during the year, including the December/January holiday season. During this time, there will be limited or no access to all components of the Program, except for the online eLearning and resource portal and the business and networking Facebook group. There may be no support available from our employees, contractors, advisers or third party providers during this time.
YOUR ACKNOWLEDGEMENTS, OBLIGATIONS, AND WARRANTIES
10. You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior twelve (12) month period. This clause shall apply from the commencement of these Terms until the later of:
i. twelve (12) months following the termination of your membership; and
ii. twelve (12) months following the cessation of the employee or contractor’s employment with us. This clause shall survive termination of these Terms.
11. You warrant that throughout the term of this Agreement that:
i. you are fully and solely responsible and liable for payment of all fees payable under the Program and any other financial obligations associated with the Program under all circumstances;
ii. there are no legal restrictions preventing you from agreeing to the Terms;
iii. you will cooperate with us and provide us with information and comply with requirements in a timely manner, as requested by us from time to time, that are reasonably necessary to enable us to perform the Services;
12. the information you provide to us is true, correct and complete;
i. you will not infringe any third party rights in working with us and receiving the Services;
ii. you will inform us if you have reasonable concerns relating to our provision of Services under the Terms, with the aim that we and you will use all reasonable efforts to resolve the concerns;
iii. you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost and for providing us with the necessary consents, licences and permissions;
iv. you consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you;
v. as some Program speakers and members may choose to share with your private information that they do not want repeated outside the Bx community, you may be requested to keep such information confidential and if you are so requested, you shall be respectful and refrain from discussing such information with others;
vi. you shall not use recording equipment (including, without limitation, recording via smart phone, tablet, laptop or dictaphone) of any kind at any of our live events or webinars;
vii. you shall use your best endeavours to comply with our Code of Conduct.
viii. if applicable, you have a valid ABN which has been advised to us; and
ix. if applicable, you are registered for GST purposes.
13. You agree and understand that:
i. the Program may be recorded filmed and photographed, and as a result, you may intentionally or unintentionally appear in footage or images that are uploaded onto the membership portal, used in marketing videos, placed on our website, or played in clips at our events or workshops;
ii. although we use our best endeavours to assist you and your business to achieve success, we cannot and we do not provide any guarantees that the information, resources or materials provided to you as part of the Program will be suitable for your business or for the development and growth of your business; nor do we provide any guarantee that your business will be successful, grow or otherwise develop following completion of the Program;
iii. the information, resources and material we provide you in the Program is for general information purposes and does to constitute legal or financial advice and that you agree to seek independent legal advice in relation to the information and materials provided in the Program to ensure that the information and materials are suitable for your business;
iv. any options or advice provided by our advisers in any one-on-one sessions should be treated as general advice or suggestions only and that you shall undertake your own research before making any decision to implement any opinions or advice provided by our advisers; and
v. you are responsible for using the materials and resources provided to you in the Program.
14. We, including our employees and contractors, agree not to disclose your Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure, only to use the Confidential Information for the purpose for which it was disclosed by you and not for any other purpose.
15. You, including your employees and contractors, agree not to disclose our Confidential Information to any third party, to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure, and only to use Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.
16. These obligations do not apply to Confidential Information that:
i. is authorised to be disclosed by us (for example, Program materials disclosed to your staff for the purposes of implementing the ideas contained therein in your business);
ii. is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
iii. is received from a third party, except where there was a breach of confidence; or
iv. must be disclosed by law or by a regulatory authority including under subpoena.
17. Breach of this clause by you may result in the termination of these Terms by us and your exclusion from the Program, in our absolute discretion.
18. Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential” in relation to our Confidential Information, this shall include the content, resources, materials, handouts and any login details provided in respect of the Program.
19. The obligations under this clause will survive termination of these Terms.
20. During sessions, some speakers may choose to share with you private information that they do not want repeated outside the Bx environment. If informed, please be respectful and refrain from discussing such information outside the environment.
21. Recording equipment of any kind is not allowed during Bx events. An official recording will be made by us and once edited it will be uploaded to the www.BusinessforLife.com website.
22. Bx, the Program Materials, and user names and passwords provided to you are confidential and must not be given to or shared with people outside the Bx community. The only exception to this is you may share relevant information with your staff for the purposes of them implementing the ideas shared into your business.
23. No part of Bx or the Program Materials may be copied, modified, licensed, published, transmitted, distributed, uploaded, broadcast, sold or otherwise transferred without our prior consent. We or our licensors own all intellectual property rights in Bx and Program Materials.
PRICE, INVOICING AND PAYMENT
24. Business for Life is a 12-month program. Payments must be made at the beginning of each calendar month. There are no cancellations, hold-periods or refunds during this time. Should your credit card expire, you will be required to supply new details that will take you up to the end of the agreed payment period. We reserve the right to suspend your access to the program until your payments are up to date. We may amend the frequency of the deductions at our sole discretion.
25. Payment may be made upfront for twelve months or on a monthly payment plan. The term is twelve months irrespective of the chosen payment plan.
26. After your first 12-months your membership will automatically be renewed and will continue until it is cancelled. At the start of your second year your membership will be upgraded to VIP and your payments will be reduced to $297 per month for Gold Members, and a low $597 per month for Platinum Members.
27. Should you at any time wish to upgrade your membership from Gold to Platinum, please send an email notifying us. Once received we will make the necessary administration and account changes. From there you will be emailed a confirmation letter that will include access details to all Business for Life Platinum privileges.
28. With regards to all Bx Conferences, all conference fees and materials are included. However, flights, accommodation, meals, drinks and all other expenses are the responsibility of the Business for Life member.
29. We may charge interest at the rate of 2% per month on any amounts unpaid after the expiry of 10 days after the payment date. If any payment is still outstanding after the expiry of these 10 days, we reserve the right to suspend your access to the Program until your payments are up to date.
30. If the required payment remains unpaid for 30 days after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us.
31. All amounts are stated in Australian dollars.
32. All purchase prices include Australian GST (where applicable).
33. Our pricing structure, payment methods, payment processes and these Terms may be amended from time to time in our discretion. The pricing changes will apply to you for any new services provided to you after the date of the change. All other changes will apply from the date that the amended or new Terms are posted on our website or are provided to you, whichever is earlier.
34. By accepting our Terms, you may not request a refund of fees or terminate, cancel, suspend or defer your enrolment in the Program except in the circumstances set out in sub clauses 34-45 below.
35. We have a strict no cancellation and refund policy. However, we may accept a cancellation or termination request in the event of your exceptional personal circumstances and approval of such request is in the sole discretion of our board of directors. If approved and you eligible to cancel these Terms, the following may apply at our sole discretion:
i. If you have paid up front, we shall refund an amount equivalent to: Fifty percent (50%) of Total upfront payment/12 and then multiplied by number of whole months remaining of your membership.
ii. If you are paying in equal monthly instalments, a cancellation fee of 50% of the remaining balance of your 12-month membership will be incurred.
iii. Requests for cancellation need to be made in writing via email to firstname.lastname@example.org for submission to the board.
36. We have a strict no hold, suspension and deferment policy. However, we may accept a hold, suspension or deferment request in the event of your exceptional personal circumstances and approval of such request is at the sole discretion of our board of directors. The maximum duration of any hold period shall be 2 months. If approved and you are eligible to place on hold, suspend or defer your membership, the following may apply at our sole discretion:
i. If you have paid up front, no refund shall be made and your approved on hold period will be available to you as credit;
ii. If you are paying in equal monthly instalments, your membership payments will continue for the duration of your 12-month membership, and your approved on hold period will be made available to your as credit.
iii. During the hold period, access to all components of the membership and Program will also be placed on hold and you will cease to have access to the Program.
37. Success Guarantee: We may, at our sole discretion, refund the fees you have paid us up to a maximum of the fees set out in the application form, if you:
i. have been a member of the Program for at least 12 months;
ii. have at least 90% attendance at all bootcamps, webinars and coaching sessions;
iii. can give evidence that you have used the information and resources provided in the Program to grow your business and your business has not grown or developed in any way from your commencement in the Program for a period of 18 months following completion of the Program;
iv. do not have any outstanding payment, fees or debts payable to us; and
v. you have fully complied with your payment obligations to us and have not otherwise breached any of these Terms.
38. We may pause or terminate the Terms immediately and your membership in the Program, at our sole discretion if:
i. you fail to pay our fees within 10 days of the payment date; or
ii. we consider that our working relationship has broken down including a loss of confidence or trust; or
iii. you breach any part of these Terms.
39. On termination of these Terms by us you agree that any payments made are not refundable to you, and you are to pay all invoices for Services rendered to you.
40. On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
41. Where termination is prior to the end of the initial term, Bx will invoice for any remaining fees owed the association for the twelve month term.
42. On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property.
43. On completion of the Services and the Program, we will retain your documents (including copies) as required by law or regulatory requirement. Your express or implied agreement to the Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
44. The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
45. After your first 12-months, should you wish to cancel your membership, please send us an email providing a minimum 2-weeks notice. By doing so we can ensure no further charges take place. You will then be contact to confirm this action and your login details for BusinessforLife.com will be suspended at the end of your payment cycle. We can cancel your membership if you are in breach of this Agreement.
46. The work and materials that we provide to you in carrying out the Services (including but not limited to video and audio recordings and content of the Program, ebooks, podcasts, slideshow presentations, and any other information, resources, materials and handouts provided to you in the Program) contains material which is owned by or licensed to us, or owned by third parties, and is protected by Australian and international laws (Materials).
47. We own the copyright in all creative and literary works incorporated in our Materials that we have created.
48. You agree that, as between you and us, we own all intellectual property rights in or Materials, and that nothing in these Terms constitutes a transfer of any intellectual property ownership rights in our Materials, except as stated in these Terms or with our written permission. Your use of our Materials does not grant you a licence, or act as a right of use, any of the intellectual property in the Materials, whether registered or unregistered except as stated in these Terms or with our written permission.
49. You must not breach our copyright or intellectual property rights by, including but not limited to:
i. altering or modifying any of the Materials;
ii. creating derivative works from the Materials; or
iii. using our Materials for commercial purposes such as on sale to third parties.
50. We will license to you, certain Materials, such as the Program materials, downloadable templates, handouts and resources which will be referred to as Licensed Material, upon full payment of our fees. You acknowledge and agree that this Licensed Material may contact intellectual property which is owned by third parties and not by us, and use of such third party intellectual property is governed by the relevant third party’s terms and conditions.
51. We grant you a non-perpetual, non-exclusive, revocable, international and non-transferable right and licence (Licence) to use the Licensed Material;
i. for your personal, non-commercial use associated with the development of your business (including the training of your staff); and
ii. by members of your staff solely to develop your business.
52. No part of the Licensed Material may be copied, modified, licensed, published, transmitted, distributed, uploaded, broadcast, sold or otherwise transferred to any third party without our prior written consent.
53. We do not accept responsibility and liability for any changes that you or anyone else makes to the Licensed Material.
54. You acknowledge and agree that you must not use our Licensed Material to create a business name that is similar to ours. If you do so, we reserve the right to immediately terminate your License.
55. You agree to provide information including Intellectual Property to us to enable us to provide the Services. You:
i. warrant that you have all necessary rights to provide the Intellectual Property to us;
ii. grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and license to use the Intellectual Property in any way we require to provide the Services to you; and
iii. consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.
56. If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you;
i. irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;
ii. irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;
iii. agree that your consent extends to acts and omissions of any of our licensees and successors in title; and agree that you consent is a genuine consent under the Copyright Act 1968 and has not been induced by duress or any false or misleading statement.
57. We may create Intellectual Property for you as part of the Services. You are responsible for proofing and approving all materials we prepare specifically for your business. We will assign ownership of these materials to you, upon full payment of our invoices.
58. Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs, (whether or not registered or unregistered), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
59. Program Materials may only be used for educational purposes and only for non-commercial use.
60. Bx conferences are only able to be attended by the designated member included within this participation agreement. If in the event that you are not able to attend a live conference, it will be recorded and you will be able to view the entire conference online.
61. Bx understands that events are a non-pitch environment. As such you agree to conduct business within the community in a professional manner. If conduct is deemed to be unacceptable and is not corrected after notice, Bx reserves the right to cancel your membership.
62. You understand that Bx will be taking photos and filming all live events. This footage may then be used for the creation of physical DVD products or turned into online videos. You give permission for this to occur.
63. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. You agree to raise any concerns, problems or issues you may have concerning the Program to us directly in person or via phone or email.
64. You agree not to post any content in our website or any of our social media accounts that is or could reasonably be considered to be inappropriate, defamatory, disparaging or would otherwise bring us into disrepute.
CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
65. ACL: Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms.
66. Services: If you are a consumer as defined in the ACL, the following applies to you: We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services to achieve, unless we consider the disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us resupplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the services to which your claim relates.
67. Delay: Where the provision of services depends on your information or response, we have no liability for a failure to perform the Services in this estimated period, which is affected by your delay in response, incomplete or incorrect information.
68. Referral: On request by you, we may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services, we make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services.
69. Warranties: To the extent permitted by law, we exclude all express and implied warranties, and all material and work is provided to you without warranties of any kind, either express or implied. We expressly disclaim all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.
70. Liability: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the Services and this agreement, except those set out in the agreement, including but not limited to: implied or express guarantees, representations or conditions of any kind, which are not stated in the Terms; our Service being unavailable; and any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered by you or claim made against you, arising out of or in connection with the inability to access or use the Services, and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
71. Limitation: Our total liability arising out of or in connection with our Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by you to us in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
72. This clause will survive termination of these Terms.
i. You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: any information that is not accurate, up to date or complete or is misleading or a misrepresentation; any breach of these Terms; and any misuse of the Services from or by you, your employees, contractors or agents.
73. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us,
74. The obligations under this clause will survive the termination of these Terms.
75. We reserve the right to vary this Agreement and Business for Life, revise Business for Life content, cancel or reschedule part of Business for Life or to make other changes to Business for Life as reasonably required.
76. Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 and any other applicable legislation or privacy guidelines.
77. Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damaged caused to your system or any files by a transfer.
78. GST: If and when applicable, GST payable on our Services will be set out on our Invoices. By accepting these Terms, you agree to pay us an amount equivalent to the GST imposed on these charges. GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time or any replacement or other relevant legislation and regulations.
79. Relation of parties: The Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer employee.
80. Assignment: The Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its right or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
81. Severance: If any provision (or part of it) of the Terms is held to be unenforceable to invalid in any jurisdiction then it will interpret as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) must be severed from these Terms and the remaining provision (and remaining part of the provision) of the Terms are valid and enforceable
82. Force Majeure: We will not be liable for any delay or failure to perform our obligations under the Terms is such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 business days’ notice in writing.
83. Notice: Any notice required or permitted to be given by either party to the other under these conditions will be in writing addressed to you at the address you provide in the application form and if to us, at the address provided at the end of these Terms. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
84. Jurisdiction & Applicable Law: These terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
85. Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
Bx Pty Ltd (ABN 78 604 725 493) Address: P O Box 321 Mortdale 2223 Email: email@example.com