MAPLE & WREN PTY LTD
THE BLOOM-PRINT MEMBERSHIP CLIENT SERVICE AGREEMENT
SECTION 1: KEY PROVISIONS
1. The Bloom-Print Membership is a self-led, group-based business coaching mastermind. There is no 1:1 access in this program unless the member signs on for additional 1:1 support at an additional cost.
2. Fee for this services is either: a) Upfront payment: $1300 incl GST or b) Payment plan: $110per month inc GST for 12 months
3. Paid memberships are for a 12 month duration, members can choose to continue their membership following the initial 12 months.
SECTION 2: EXECUTION PART
By executing this document, the Client agrees to be bound by the terms and conditions contained in
Section 3.
Executed by Maple & Wren Pty Ltd
(ABN 75643906816)
SECTION 3: TERMS & CONDITIONS
1. Definitions
a. The definitions and interpretation clause towards the end of this Section 3 sets out and explains the defined terms used in this agreement and the rules of interpretation that apply
2. Term
a. The agreement commences on the Commencement Date (the date the first payment is made) whereby twelve full months of access to group coaching calls, lessons, community page and content hub will be provided from this date. If you wish to continue access after the twelve month term, you will be required to contact [email protected] in order to enter into a new agreement. This agreement comes to an end at the expiry of twelve months.
3. Services
a. Subject to the terms of this agreement, Maple & Wren Pty Ltd must supply the Services to the Client in consideration of the Client paying the Fee to Maple & Wren Pty Ltd.
b. As per the Services in section 1, The Bloom-Print Membership is a self-led, group based program (no 1:1 access) whereby a business content hub, a community of likeminded individuals and 2 live 1 hour calls per month will be provided. The client agrees that the results they gain from this program will hinge on the client’s commitment to showing up, utilising what is available to them and implementing advise, strategies and processes in their business.
c. The Client will retain access to all group coaching calls and the community for a total of twelve months.
d. The Client will retain access to The Bloom-Print content hub, tools and resources for 12 months.
e. Maple & Wren Pty Ltd will commence the provision of the Services on the Commencement Date, and continue to supply it until this agreement is terminated pursuant to these terms. The Client acknowledges that Maple & Wren Pty Ltd may deliver the Services within a reasonable time after the Commencements Date, as Maple & Wren Pty Ltd may require time to undertake consultation with the Client and time to prepare the Product.
f. The Services will be supplied by Maple & Wren Pty Ltd until this agreement is terminated pursuant to these terms.
g. The Services may be supplied by such employees, contractors or agents that Maple & Wren Pty Ltd may choose as most appropriate to carry out the supply.
h. The Client must:
i. provide assistance to Maple & Wren Pty Ltd as reasonably required so that Maple & Wren Pty Ltd may competently perform its duties under this agreement; and
ii. Maple & Wren Pty Ltd will attempt to obtain the goals of the Client. The Client acknowledges that Maple & Wren Pty Ltd makes no representation that the goals can be achieved.
iii. Complete all necessary modules & tasks to the best of their ability in the endeavour to reach the goals set between Maple & Wren Pty Ltd & The Client.
i. A Client residing outside Australia and New Zealand understands that most program activities are conducted during Australian business hours.
i. Schedules of group-based experiences such as Mastermind group calls can only be changed with prior reasonable notice from Maple & Wren PTY LTD.
4. Fees, Expenses & Debit Facility
a. In consideration of the provision of Services in accordance with this agreement, the Client will pay Maple & Wren Pty Ltd the Fee in one (1) lump sum payment at the commencement of this agreement or on 12 month payment plan.
b. The fee payable by the Client for the provision of the Services is inclusive of GST.
c. If the Client requires additional modifications to the services, additional charges may be incurred and will be discussed with the Client prior to any work being undertaken.
d. The Client has access to pause payments for a maximum of two (2) weeks, one time, while this agreement is active (for emergencies only).
e. Once signed this agreement is final. Should there be a cancellation of this agreement by you for any reason, any and all unused funds or credits will be forfeited.
5. Confidentiality
a. With respect to the Services, the Client must:
i. keep confidential all information and technical data disclosed by Maple & Wren Pty Ltd to the Client, provided that the Client has the right to disclose such information to its employees and other people 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.
ii. not use any of Maple & Wren Pty Ltd’s disclosures or other information or technical data except for the purposes specified in this agreement.
b. Maple & Wren Pty Ltd must not, without the prior written consent of the Client, use or disclose any documents in connection with the Services of this agreement, which is marked confidential by the Client related to the Services (“Confidential Information”), other than as necessary to provide and/or maintain the Services.
c. Despite the above, either Party may disclose Confidential Information if and to the extent that:
i. such disclosure is required by law, or
ii. the information is generally available in the public domain except where that
is a result of a disclosure in breach of this agreement.
6. Intellectual Property Ownership
a. The Intellectual Property in the Services or any document or thing related to the services, and any additions or enhancements incorporated into the Services by Maple & Wren Pty Ltd is owned by Maple & Wren Pty Ltd.
b. While this agreement is in force, Maple & Wren Pty Ltd provides a non-exclusive, non-transferrable, royalty free licence to the Client to access, use, customise, communicate and reproduce Maple & Wren Pty Ltd’s Intellectual Property to the extent necessary for the Client to obtain the benefit of the Services. When this agreement ends or is terminated, the licence specified in this clause is automatically revoked, and the Client no longer has any permission to access, use, customise, communicate or reproduce any of Maple & Wren Pty Ltd’s Intellectual property.
c. 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.
7. Warranties, liability, indemnities & Limitation of Liability
a. Maple & Wren Pty Ltd provides the Services to the Client at the request of the Client.
b. The service is provided without warranty of any kind, express or implied.
c. Maple & Wren Pty Ltd does not warrant that:
i. the Services will be error free, or
ii. the Services will be provided without interruption.
d. If Maple & Wren Pty Ltd supplies the Services (or any part of it) negligently or in breach of this agreement, then the Client must give Maple & Wren Pty Ltd the opportunity to re-supply the relevant part of the Services to rectify the same.
e. Maple & Wren Pty Ltd provides 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.
f. 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 Maple & Wren Pty Ltd undertakes the work, except to the extent permitted by those Acts where applicable.
g. 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 Maple & Wren Pty Ltd to the Client are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Maple & Wren Pty Ltd’s liability under the consumer guarantees (as defined by the ACL) is limited, at Maple & Wren Pty Ltd’s option, to one or more of the following;
i. re-supplying the Services supplied to the Client again;
h. 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), Maple & Wren Pty Ltd 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;
i. the Client’s access to, use of or inability to use any of the product or Services.
ii. the provision of the any product or Services under this agreement;
iii. the delay in delivery, delay or non-delivery of any product or Services supplied to the Client; or
iv. the delay in completing or a breach of this document by Maple & Wren Pty Ltd Maple & Wren Pty Ltd.
i. The Client indemnifies Maple & Wren Pty Ltd and each of Maple & Wren Pty Ltd’s employees, contractors and agents against any Loss, Claim, damage or expense (including legal fees on a full indemnity basis) incurred by Maple & Wren Pty Ltd or any of Maple & Wren Pty Ltd’s employees, contractors and agents arising directly or indirectly out:
i. infringement of third party Intellectual Property, or third party Losses by reason of or arising out of any information supplied to the Client by Maple & Wren Pty Ltd, its employees, agents or consultants, or supplied to Maple & Wren Pty Ltd by the Client within or outside of the scope of this
agreement; or
ii. of any breach by the Client of this agreement; or the Client failing to follow the reasonable advice of Maple & Wren Pty Ltd.
8. Marketing Material
a. The Client authorises Maple & Wren Pty Ltd to use the Client’s name and logo in Maple & Wren Pty Ltd’s marketing material, including on the Maple & Wren Pty Ltd website and in promotional documents.
b. The Client may withdraw permission for Maple & Wren Pty Ltd to use its name and logo in marketing material at any time by providing written notice to Maple & Wren Pty Ltd.
9. Disputes
a. 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 giving 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.
b. 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.
10. Termination
a. Maple & Wren Pty Ltd reserves the right to immediately terminate the agreement in the event that:
i. the Client fails to pay the Fee within the agreed terms;
ii. the Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental capacity;
iii. if Maple & Wren Pty Ltd believes the any product and Services is being used by the Client to commit illegal or unauthorised activity; or
iv. if the Client fails to follow the reasonable advice of Maple & Wren Pty Ltd.
v. If any behaviour such as or similar to; misconduct, gaslighting, ongoing negativity, defamation is displayed to Maple & Wren employees or other clients in the Membership, Maple & Wren Pty Ltd reserves the right to remove the Clients access.
vi. Maple & Wren Pty Ltd reserves the right to close the program / revert access at any time.
b. Without limiting any other term, Maple & Wren Pty Ltd has no liability to the Client for termination of the agreement in accordance with this clause.
c. If, after signing up to this program, but before commencement of services, you change your mind, you may cancel this agreement. Any amounts you have paid prior to the date of cancellation, including the initial deposit, will be non-refundable. Maple & Wren Pty Ltd will however, release you from any further payments.
11. Miscellaneous
A. This agreement may only be amended in writing signed by duly authorised representatives of the parties.
B. 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.
C. Nothing in this document makes ineffective, or reduces, any protection at law from liability which Maple & Wren Pty Ltd is entitled to in the state or territory of the applicable law.
D. 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.
E. The Client does not have, and must not represent that it has any authority to make any commitments on Maple & Wren Pty Ltd’s behalf.
F. 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.
G. Any failure by the parties to exercise any right under this agreement in whole or in part does not operate as a waiver.
H. 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.
I. The Client must not transfer any right or liability under this agreement without the prior written consent of Maple & Wren Pty Ltd.
J. Maple & Wren Pty Ltd may assign its rights or liabilities under this agreement at its absolute discretion.
K. This agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same agreement.
J. 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.
K. 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.
L. 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.
M. 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.
N. Interpretations
a. In this document, unless the context requires otherwise (and whether capitalised or not):
i. ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
ii. Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);
iii. Client means the person or entity described in Section 1;
iv. Commencement Date means the date the first payment is made;
v. Fee means the amount that the Client is required to pay to Maple & Wren PTY LTD for the supply of the Services as specified in item 5 of Section 1;
● 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 Section 1;
● Maple & Wren Pty Ltd means (ABN 75643906816)
● In this document, unless the context requires otherwise:
a. 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;
b. the singular includes the plural and vice versa;
c. words denoting any gender include all genders;
d. a reference to a person includes any other entity recognised by law and vice versa;
e. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
f. any reference to a party to this document includes its successors and permitted assigns;
g. any reference to any agreement or document includes that agreement or document as amended at any time;
h. the word "including" (and related forms including "includes") is understood as meaning "including without limitation";
i. the expression at any time includes reference to past, present and future time and performing any action from time to time;
j. 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;
k. 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;
l. 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;
m. 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;
n. a provision of this document must not be construed to Maple & Wren Pty Ltd’s disadvantage merely because it was responsible for the preparation of this document or the inclusion of any term in this document;
o. to avoid doubt, and without limitation, the term “in writing” or such similar term includes by email;
p. unless expressly stated otherwise, a reference to dollars or $ is to an amount in Australian currency;
q. 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.