ANNUAL MEMBERSHIP - AGREED TERMS

1. Who we are and how to contact us

www.businessadviceagency.com.au is a website (Site) and Business HUB operated by Business Advice Agency Pty Ltd, ABN 566 374 80132 of 7 / 3972 Pacific Highway Loganholme QLD 4129 (we, us and our).

To contact us, please email admin@businessadviceagency.com.au.

2. Our contract with you

2.1 These terms and conditions (Terms) apply to the supply of Membership Services by us to you (Agreement). To the extent permitted by law, no other terms are implied by trade, custom, practice or course of dealing.

2.2 By clicking to accept these Terms on the Site, you agree to be bound by them.

2.3 The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

3. Our services

3.1 By registering as a member and paying the Membership Charges, you will be entitled to the Membership Services. The Membership Services are:

(a) Access to the BAA member portal; business tools and templates; webinars; podcasts; courses; and website and advertising resources via the Site (Online Content) subject to Membership level selected;

(b) Access to the member directory available on the Site;

(c) Access to networking functions, seminars, workshops and member events featured on the Site from time to time; (subject to Membership level selected) and

(d) Access to specialist advisors (at member rates) in respect of ten key areas (Legal; Financial; Insurance; Marketing; Accounting; Digitalisation; Human Resources; Sales & Motivation; Health & Wellbeing; and Business Mentoring). This specialist assistance is available through selected third-party providers (Expert Partners) and you must enter into a separate agreement with each Expert Partner that you choose to engage.( subject to Membership level selected)

(e) Access to Wiilson, online Q&A exclusive forum

3.2 We warrant to you that the Membership Services will be provided using reasonable care and skill.

4. Your obligations

4.1 It is your responsibility to ensure that:

(a) any unique identifier and password you select in order to access the Site is kept confidential and secure;

(b) you provide us with such information and materials we may reasonably require in order to supply the Membership Services, and ensure that such information is complete and accurate in all material respects; and

(c) you do not use the Membership Services for any unlawful purpose. In particular, you must not:

(i) harass, abuse, threaten us, our personnel, our members or Expert Partners;

(ii) violate our intellectual property rights or those belonging to our licensors;

(iii) disseminate any computer viruses or other software using the Site or otherwise in connection with the Member Services;

(iv) use the Membership Services to perpetrate fraud; or

(v) publish or distribute obscene or defamatory material or any material that incites violence, hate, or discrimination towards any group through the Site or in connection with the Membership Services.

4.2 You must not resell, licence or otherwise make commercial use of the Membership Services without our prior written consent, which may be withheld in our absolute discretion.

4.3 If our ability to perform the Membership Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 and clause 4.2 (Your Default):

(a) we will be entitled to suspend performance of the Membership Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Membership Services, in each case to the extent Your Default prevents or delays performance of the Membership Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 11 (Termination); and

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Membership Services.

5. Charges

5.1 In consideration of us providing the Membership Services, our paid subscription is annual, depending upon the level of membership purchased (Membership Charges) is in accordance with this clause 5.

5.2 The Membership Charges are the prices quoted on our Site at the time you register to become a member. We may change the Membership Charges from time to time by providing written notice to you.

5.3 Our Membership Charges are exclusive of applicable goods and services tax (GST).

6. Payment

6.1 Payment for the Paid Membership Services is in advance. We will take your membership payments in advance.

6.2 Payment of the membership fee is via “Stripe”, as accessed and completed on our website.

6.3 We will send you an electronic invoice after each payment made via the electronic debiting system. Any failed or cancelled payments will incur a fee (as set out in the direct debit agreement).

7. Intellectual property rights

7.1 All intellectual property rights in or arising out of or in connection with the Membership Services (other than intellectual property rights in any materials provided by you or any third party intellectual property rights in the Online Content) will be owned by us.

7.2 We agree to grant you a fully paid-up, non-exclusive, royalty-free licence during the term of the Agreement to use the Online Content for the purpose of receiving and using the Membership Services in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.

7.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Agreement for the purpose of providing the Membership Services to you.

7.4 You agree and acknowledge that our name and logo, and any designs, software (including source code and object code), content, files, material and any other intellectual property (including copyright, patents, trademarks or other proprietary rights) in the Online Content or otherwise available through the Site are owned by us, our affiliates, suppliers or licensors.

8. How we may use your information

8.1 We will use any personal information (as defined in the Privacy Act 1988 (Cth)) you provide to us to:

(a) provide the Membership Services;

(b) process your payment for the Membership Charges; and

(c) inform you about similar products or services that we provide, but you may stop receiving this information at any time by contacting us.

8.2 Further details of how we will process personal information are set out in our privacy policy on our website (www.businessadviceagency.com.au)

8.3 You consent to the name of your business and your contact details being published in our membership directory to be shared with other members via the Site for networking purposes.

9. Limitation of liability

9.1 Nothing in this Agreement limits or excludes our liability:

(a) for death or personal injury caused by negligence or willful misconduct or that of our employees, as applicable;

(b) for fraud or fraudulent misrepresentation by us or our employees, as applicable; or

(c) where liability cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Contract, including any:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of production;

(d) loss of agreements or contracts;

(e) loss of business opportunity;

(f) loss of anticipated savings;

(g) loss of or damage to goodwill;

(h) loss of reputation; or

(i) loss of use or corruption of software, data or information.

9.3 Subject to clause 9.2, our maximum aggregate liability to you for any loss or damage or injury arising out of or in connection with the supply of Membership Services under this Agreement, including any breach by us of this Agreement however arising, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the amount of the Membership Charges paid by you over the previous 12 month period.

9.4 Nothing in this Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of services.

9.5 If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option, the resupply of the relevant services or the payment of the cost of resupply.

9.6 Certain Memberships Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (Third-Party Services). We make no claim or representation regarding the Third-Party Services and, while reasonable efforts are made to check such content and services, we accept no responsibility for the quality, content, nature, or reliability of the Third-Party Services. There is no express or implied recommendation, affiliation, endorsement, or adoption by us of these Third-Party Services by us.

9.7 We take no responsibility and will not be held liable for any advice or recommendation given by, or any other acts or omissions of, the Expert Partners or any other members. The provision of services by the Expert Partners will be governed by and subject to the terms of engagement that you may enter into directly with the Expert Partners. You indemnify us and keep us fully indemnified against any claim, loss or damage you may suffer in connection with your dealings with the Expert Partners.

9.8 Nothing in this Agreement limits or affects the exclusions and limitations set out in our website terms and condition of use.

9.9 This clause 9 will survive termination of the Agreement.

10. Confidentiality

10.1 We each undertake that we will not at any time during the Contract, and for a period of five (5) years after termination of the Agreement, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.

10.2 We each may disclose the other's confidential information:

(a) where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on either of us);

(b) if either of us is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

(c) where the disclosure is expressly permitted under this Agreement;

(d) if disclosure is made to our respective officers, employees and professional advisers to the extent necessary to enable either of us to properly perform our obligations under this Agreement, in which case the we each must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;

(e) where the disclosure is required for use in legal proceedings regarding this Agreement; or

(f) if the party to whom the information relates has consented in writing before the disclosure.

10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Agreement.

11. Termination of your membership

11.1 Without affecting any of our other rights, we may suspend the performance of Membership Services, or terminate this Agreement with immediate effect by giving written notice to you if:

(a) you fail to pay any undisputed amount due under this Agreement on the due date for payment and you remain in default not less than 21 days after being notified in writing to make such payment;

(b) you commit a material breach of any other term of this Agreement and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so; or

(c) an insolvency event occurs in relation to you.

11.2 Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

11.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

11.4 Upon termination of this Agreement pursuant to this clause 11, you will not be entitled to a refund of the Membership Charges.

12. Automatic renewal of your membership

12.1 After the Initial Term, your membership will automatically renew unless you notify us in accordance with clause 12.2.

12.2 Prior to the expiry of the membership term you may cancel this Agreement upon providing at least 30 days' notice by emailing us at admin@businessadviceagency.com.au

13. Force majeure

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will resume performance of the Membership Services after the Event Outside Our Control is over.

13.3 You may cancel the Agreement if it is affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us at admin@businessadviceagency.com.au

14. Non-solicitation

During the Term of this Agreement and for a period of three (3) months following the termination or expiration of this Agreement, you will not make any solicitation to employ our personnel without our prior written consent. For the purposes of this clause 14, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, will not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto will not be a breach of this clause.

15. Notices

15.1 Any notice or other communication given under or regarding the Agreement must be in writing and be delivered personally, sent by pre-paid post or email.

15.2 A notice or other communication is deemed to have been received:

(a) if delivered by hand to the nominated address, when delivered to the nominated address;

(b) if sent by pre-paid post, at 9.00 am (addressee's time) on the third business day after the date of posting; or

(c) if sent by email, at the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

15.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. Variation

We may vary these Terms at any time upon providing reasonable written notice to you.

17. No waiver

17.1 Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

17.2 Words or conduct referred to in clause 17.1 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

18. Assignment and novation

18.1 We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you by posting on the Site if this happens.

18.2 You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.

18.3 A breach of clause 18.2 by you entitles us to terminate this Agreement.

19. Member Exclusions:

19.1 Our organization strives to maintain the highest level of professionalism and quality for our members. As such, we only engage business coaches and advisors who are certified and qualified by "Better Business Coach," a fully regulated and reputable organization. Any external or existing business coaches or advisors who fail to meet our standards of professionalism or lack the necessary qualifications and apply for BAA membership are deemed in violation of our code of conduct. Their unknown skillsets may pose a risk to the success of our members and therefore, they are excluded from membership with our organization. If you are a business coach or advisor, please enquire with BAA management at admin@businessadviceagency.com.au prior to completing a membership application. Failure to do so may see your membership terminated and non-refund of membership fees paid.

19.2 Our membership is reserved for business owners with an ABN only. Exception may be made by management on a case-by-case basis, which can be requested by emailing admin@businesadviceagency.com.au

20. Severability

20.1 If the whole or any part of a provision of this Agreement is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.

20.2 Clause 19.1 does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this Agreement.

21. Announcements

No party will make, or permit any person to:

(a) make any public announcement statement, press release or other publicity or marketing materials concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties; or

(b) use the other party's trade marks, service marks, trade names, logos, symbols or brand names, in each case;

without the prior written consent of the other party, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

22. Governing law and jurisdiction

These terms and conditions, their subject matter and their formation, are governed by the laws of Queensland. You and we both agree that the courts in Queensland will have exclusive jurisdiction.