Fees, Expenses and Debit Facility

In consideration of the provision of Services in accordance with this agreement, the Client will pay us the Fee as described in item 6 of Section 1 at the commencement of this agreement.

The Deposit and Fee payable by the Client is exclusive of GST.

The Client must pay any Deposit, specified in item 7 of Section 1 of this agreement, within 7 business days of executing this agreement.

If the Client requires additional variations to the Services, additional charges may be incurred. This would be discussed with the Client prior to any work being undertaken.

If requested in writing by Us, the Client must execute all documents reasonably necessary to give us the authority to directly debit the Fee from the Client’s nominated bank account on a weekly basis.

Confidentiality

With respect to the Services, the Client must:

• keep confidential all information and technical data disclosed by Us to the Client, provided that the Client has the right to disclose such information to its employees and other parties in so far as it is necessary for them to know the information for the use of the Services in the course of the Client’s business.
• not use any of Our disclosures or other information or technical data except for the purposes specified in this agreement.

We agree that We will not without the prior written consent of the Client disclose any information relating to, arising under or acquired under or as a consequence of the Services of this agreement, and which is marked confidential by the Client related to the Services (“Confidential Information”), other than as necessary to provide and/or maintain the Services.

Despite the above, either Party may disclose Confidential Information if and to the extent that:

• such disclosure is required by law, or
• the information is generally available in the public domain except where that is a result of a disclosure in breach of this agreement.

Intellectual Property Ownership

The Intellectual Property in any of the Client’s pre-existing material owned by the Client prior to the commencement of this agreement and used in the delivery of the Services is owned by the Client.

Warranties, liability, indemnities & Limitation of Liability

We will provide the Services to the Client at the request of the Client.

The Services is provided without warranty of any kind, express or implied.

We do not warrant that:

• the Services will be error free, or
• the Services will be provided without interruption.

If We supply the Services (or any part of it) negligently or in breach of this agreement, then the Client must give Us the opportunity to re-supply the relevant part of the Services to rectify the same.

We provide no warranty that any Goal, result or objective can or will be achieved or attained at all or by any completion date or any other date, whether stated in this agreement or elsewhere.

We are not liable or responsible for any glitches or technical errors made by Kajabi that are out of Our control.

Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Act (or similar legislation) in each of the States and Territories of Australia where We undertake the work, except to the extent permitted by those Acts where applicable.

Without limiting any other term in this document, where the Client is a consumer (as defined by the ACL) but the goods or services supplied by Us to the Client are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Our liability under the consumer guarantees (as defined by the ACL) is limited, at Our option, to one or more of the following:

• re-supplying the Services supplied to the Client again.

In all other circumstances, and without limiting any other term in this document, to the full extent permitted by law, (including but not limited to the ACL, any relevant federal, State or local statute as amended from time-to-time and the common law), We will not be liable in any circumstances for any Loss or damage (including consequential loss or damage including loss of profit) to the Client or any property or person whatsoever arising out of or connected with:

• these terms;
• the Client’s access to, use of or inability to use any of the product or Services;

The Client indemnifies Us and each of Our employees, contractors and agents against any Loss, Claim, damage or expense (including legal fees on a full indemnity basis) incurred by Us or any of Our employees, contractors and agents arising directly or indirectly out:

• infringement of third party Intellectual Property, or third party Losses by reason of or arising out of any information supplied to the Client by Us, Our employees, contractors or agents, or supplied to Us by the Client within or outside of the scope of this agreement; or
• of any breach by the Client of this agreement; or
• the Client failing to follow the reasonable advice given by Us; or
• the Client failing to provide the necessary feedback and deliverables by their due dates.

Marketing Material

The Client authorises Us to use the Client’s name, logo and results in our marketing material, this includes Our website, social media profiles, and other promotional documents.

If at any time the Client wants to withdraw permission for Us to use its name, logo and results in Our marketing materials, the Client can provide written notice to Us.

Disputes

When a dispute arises under this agreement, a party with a complaint against the other is first required to notify the other of the dispute by providing written notice specifying the nature of the dispute, the outcome required and the action believed necessary under the circumstances that will assist both in settling the dispute. Each party will then, in good faith, attempt to resolve the dispute by negotiation within the next 14 days from the date of the complaint, or longer period if the parties agree in writing.

Except in the case of urgent injunctions, the parties agree to attempt to resolve any dispute in accordance with this clause prior to enforcing any other rights permitted by law in relation to this agreement.

Termination

We reserve the right to immediately terminate the agreement in the event that:

• the Client fails to pay the Fee within the agreed terms;
• the Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental capacity;
• if We believe that any products and Services is being used by the Client to commit illegal or unauthorised activity;
• if the Client fails to follow the reasonable advice given by Us; or
• if the Client fails to provide us with the required feedback and deliverables by their due dates.

Without limiting any other term, We have no liability to the Client for termination of the agreement in accordance with this clause.

If, after signing up to this program, but before commencement of Services, the Client changes their mind, the Client may cancel this agreement in accordance with Section 2. Any amounts the Client has paid prior to the date of cancellation, including the initial deposit, will be non-refundable. We will however, release the Client from any further payments.

Miscellaneous

Any amendments to this agreement can be made, where each party agrees in writing and is signed by duly authorised representatives of the parties.

This agreement expresses and incorporates the entire agreement between the parties and supersedes and excludes any prior or collateral negotiation, understanding, communication, representation or agreement by or between the parties.

Nothing in this document makes ineffective, or reduces, any protection at law from liability which We are entitled to in the state or territory of the applicable law.

This agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this agreement.

The Client does not have, and must not represent that it has any authority to make any commitments on Our behalf.

This agreement is governed by and construed under the law of the State of Western Australia. Any legal action relating to this agreement must be brought in any court of competent jurisdiction in the State of Western Australia, and the parties irrevocably, generally and unconditionally submit to the exclusive jurisdiction of the courts of that State.

Any failure by the parties to exercise any right under this agreement in whole or in part does not operate as a waiver.

Any provision or part provision of this agreement that is invalid, unenforceable or illegal for any reason in any jurisdiction, is invalid, unenforceable or illegal in that jurisdiction to that extent. It will not invalidate, make unenforceable or illegal, or affect the remaining provisions of this agreement or the validity, enforceability of legality of that provision in any other jurisdiction.

The Client must not transfer any right or liability under this agreement without Our prior written consent.

We may assign Our rights or liabilities under this agreement at Our absolute discretion.

This agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same agreement.

Any notice may be served by delivery in person, by post or by email to the address or email of the recipient most recently notified by the recipient to the sender.

Any notice to or by a party under this document must be in writing and signed by either the sender or, if a corporate party, an authorised officer of the sender or the party’s solicitor.

Any notice is effective for the purposes of this document on delivery to the recipient or production to the sender of a fax confirmation report before 4.00 pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next day following delivery or receipt.

The addresses for service for notices of the parties are the addresses specified above or any address a party advises the other in writing from time to time.

The terms specified in the Special Conditions apply to this agreement. In the event that there is any inconsistency between the terms in Section 2 and the terms of the Special Conditions, the Special Conditions take priority.

Interpretations

• ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
• Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);
• Client means the person or entity described in Item 1 of Section 1;
• Commencement Date means the date specified in Item 2 of Section 1;
• Deposit means the deposit specified in Item 7 of Section 1;
• Fee means the amount that the Client is required to pay to Us for the supply of the Services as specified in Item 6 of Section 1;
• Goals means the targets specified in Paragraph 3 of Section 2;
• GST means any tax, levy, charge or impost implemented under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) or an Act of the Parliament of the Commonwealth of Australia substantially in the form of, or which has a similar effect to, the GST Act;
• Intellectual Property includes trade marks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former;
• Loss or Losses means all losses including financial losses, damages, legal costs and other expenses of any nature;
• Services means the services that are specified in Paragraph 3 of Section 2;
• Special Conditions means the terms, if any, specified in Item 8 of Section 1;
• 'We', 'Our' and 'Us' means LAUNCH QUEEN PTY LTD trading as Launch Queen (ABN: 37 672 446 132), its directors, employees, contractors and agents.

In this document, unless the context requires otherwise:

• headings are for reference purposes only, except when there is an express references to Sections 1 to 3 which refers to the headings labelled Section 1, Section 2 and Section 3 respectively;
• the singular includes the plural and vice versa;
• a reference to a person includes any other entity recognised by law and vice versa;
• where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• any reference to any agreement or document includes that agreement or document as amended at any time;
• the word "including" (and related forms including "includes") is understood as meaning "including without limitation";
• the expression at any time includes reference to past, present and future time and performing any action from time to time;
• an agreement, representation or warranty by two or more persons binds them jointly and severally and is for the benefit of them jointly and severally;
• a reference to an exhibit, annexure, section, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment, section or schedule in this document;
• a reference to a clause described, prefaced or qualified by the name, heading or caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment in this document means a cross reference to that clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment;
• a reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated;
• a provision of this document must not be construed to LAUNCH QUEEN PTY LTD’s disadvantage merely because it was responsible for the preparation of this document or the inclusion of any term in this document;
• to avoid doubt, and without limitation, the term “in writing” or such similar term includes by email;
• Each person executing this document on behalf of the Client warrants and represents that they have full authority to enter into this agreement on behalf of the Client.