SAISIR Community Subscription and Referral Agreement
THIS AGREEMENT is made on the Date you tick to accept the TERMS AND CONDITIONS
(1) SAISIR,(ABN: 75 959 538 334) including all related product offerings for mentoring, coaching, club and events, whose registered office is at 1147 Mt Mee Road, Mount Mee Queensland, Australia 4521 “Mentoring, Club and Events Community”; and
(2) “Website User” / “you” means any person using the Website ("the Service Provider").
(1) SAISIR Community has created a website which incorporates an online directory of business and lifestyle providers together with a virtual meeting place for those offering and seeking business and lifestyle services (“Website”).
(2) The Service Provider wishes to register as a member of the Website and SAISIR Community has agreed to accept the Service Provider’s application for membership upon the terms and conditions set out in this agreement.
NOW IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
The following expressions shall have the following meanings:
1.1 “Acceptable Use Policy” means the acceptable use policy applicable to all users of the Website as updated from time to time and which are accessible via the Website.
1.2 “Advertising Fee” shall have the meaning set out in Schedule 2;
1.3 “Agreement” means this agreement, signed by both the Service Provider and SAISIR Community;
1.4 “Clients” mean any person who accesses the Website with a view to purchasing Services;
1.5 “Client Data” means all and any personal data or other information relating to Clients which is supplied to or otherwise made available to the Service Provider;
1.6 “Commencement Date” means the date you ticked to accept the TERMS AND CONDITIONS as per the Registration Page of SAISIR Community;
1.7 “Consents” means all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services;
1.8 “Designated Area” means the web pages / area of the Website which has been allocated by SAISIR Community to the Service Provider for advertisement of the Services or for other use by the Service Provider;
1.9 “Fees” mean the fees payable as specified in Schedule 2;
1.10 “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for.
1.11 “Price List” the price list for the various Services to be offered by the Service Provider as agreed from time to time with SAISIR Community;
1.13 “Referral Fee” shall have the meaning set out in Schedule 2;
1.14 "Services” mean the service(s) to be offered and provided by the Service Provider to the Clients as summarised in Schedule 1;
1.15 “Service Provider Works” means all copyright and other works created by the Service Provider and uploaded onto the Website;
1.16 “Subscription Fee” shall have the meaning set out in Schedule 2;
1.17 “Website Facilities” shall have the meaning set out in clause 3.1.1.
1.18 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Schedules.
1.19 A person includes a natural person, any body corporate or any unincorporated body (whether or not having separate legal personality).
1.20 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.21 Unless the context requires otherwise, words in the singular shall include the plural and vice versa.
The Agreement shall commence and take effect from the Commencement Date and shall remain in force until terminated in accordance with the provisions of clause 9.
3 SAISIR COMMUNITY OBLIGATIONS
3.1 In consideration of payment of the Fees by the Service Provider, SAISIR Community undertakes to:
3.1.1 make available to the Service Provider a platform for the advertisement of the Services and a suite of tools to enable the Service Provider to upload its own information onto the Website (“Website Facilities”);
3.1.2 host and maintain the Website;
3.1.3 operate and maintain the Website’s online card payment facility to enable payment by Clients for the Services;
3.1.4 provide the Service Provider with access to additional fee based advertising space on the Website.
3.2 Following deduction of all Fees owing by the Service Provider to SAISIR Coach Community in accordance with clause 5.3, the balance of any monies held by SAISIR Coach Community in respect of Services performed shall be remitted to the Service Provider.
4 SERVICE PROVIDER’S OBLIGATIONS
4.1 The Service Provider shall:
4.1.1 ensure that all content uploaded onto the Website:
126.96.36.199 is relevant to the provision of the coaching services and does not seek to market or advertise unrelated goods or services; and
188.8.131.52 does not infringe the Intellectual Property Rights of any third party or contain any defamatory material or will breach any data protection legislation or principles;
4.1.2 adhere to the Acceptable Use Policy and the other provisions of this Agreement;
4.1.3 act in good faith towards SAISIR Coach Community and not do anything with the intention of avoiding payment of Fees or which otherwise has the effect of deviating business away from the Website;
4.1.4 make prompt payment of all Fees when due;
4.1.5 perform the Services with the best care, skill and diligence in accordance with best practice in the coaching industry and in accordance with all applicable laws from time to time;
4.1.6 obtain, maintain and comply with all applicable Consents;
4.1.7 allocate sufficient resources to provide the Services;
4.1.8 ensure that the Services conform with all descriptions and specifications set out on the Website.
4.2 If either the Service Provider or SAISIR Coach Community suggest any change to the Services during the period of the Agreement this change must be advised upon by email before it can take effect.
4.3 The Agreement is non-exclusive to the parties and it is acknowledged that the Website shall be available to other coaches wishing to advertise their services to SAISIR Clients and SAISIR Coach Community shall not be limited or otherwise restricted from engaging with other coaches who compete with the Service Provider and advertising their services on the Website.
4.4 The Service Provider shall be entitled to update and amend his Designated Area provided that all amendments and updates continue to comply at all times with the provisions of clause 4.1.1. The Service Provider is solely responsible for the accuracy of the information contained within its Designated Area.
4.4 The Service Provider shall maintain a proper record of enquiries, Services provided to SAISIR Clients and any complaints made in connection with the Services (“Service Information”). The Service Provider shall provide SAISIR Coach Community with full access to the Service Information upon reasonable notice of such access request being given by SAISIR Coach Community.
5 FEES AND PAYMENT
5.1 In consideration of SAISIR Coach Community providing the Service Provider with the Website Facilities the Service Provider shall pay SAISIR Coach Community the Fees.
5.2 The Fees shall be payable by the Service Provider to SAISIR as follows:
5.2.1 the Subscription Fee shall be payable monthly in advance;
5.2.2 the Referral Fees (calculated by SAISIR Coach Community in accordance with Schedule 2) shall be payable upon receipt of payment by the relevant SAISIR Client(s);
5.2.3 the Advertising Fees shall be payable within 7 days of the date of invoice issued by SAISIR Coach Community.
5.3 It is acknowledged that all payments for Services advertised via the Website shall be processed via the online Credits facility operated and maintained by SAISIR Coach Community. SAISIR Coach Community shall use reasonable endeavours to ensure that the online Credits facility is operational at all material times but SAISIR Coach Community shall not be held responsible for the unavailability of the online card payment facility for reasons outside of SAISIR Coach Community’s control.
5.4 The Service Provider authorises SAISIR Coach Community to deduct all sums owing by the Service Provider to SAISIR Coach Community from all payments received by SAISIR Coach Community from SAISIR Clients in respect of Services.
5.5 All amounts payable by the Service Provider to SAISIR Coach Community under this Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (GST). Where any taxable supply for GST purposes is made under the Agreement by Coach Community to the Service Provider, the Service Provider shall, on receipt of a valid GST invoice from SAISIR Coach Community, pay to SAISIR Coach Community such additional amounts in respect of GST as are chargeable on the supply of service at the same time as payment is due in respect of the relevant Fees.
5.6 The Service Provider shall make available the Price List and the relevant payment terms applicable to SAISIR Clients with SAISIR Coach Community and the Service Provider shall not offer or otherwise agree to provide Services at prices which differ from those set out on the Website or agree any variations to the Client payment terms without the prior written consent of SAISIR Coach Community.
6.1 The Service Provider warrants to SAISIR Coach Community that:
6.1.1 She has all necessary qualifications, skills and expertise to perform the Services;
6.1.2 She is not currently and has not in the 24 months preceding the Commencement Date been involved in any dispute with clients regarding the standard and quality of coaching service provided by him.
7 INTELLECTUAL PROPERTY
7.1 Subject to clause 7.2, all Intellectual Property Rights in the Website including all updates and variations to the Website from time to time shall belong to and vest in SAISIR Coach Community. SAISIR Coach Community reserves the right at any time to change the appearance, layout and/or content of the Website without prior reference to the Service Provider.
7.2 All Service Provider Works shall remain the property of the Service Provider.
7.3 The Service Provider warrants that it is the copyright holder (or has permission from the copyright holder) of the material contained within his Designated Area. Any material which infringes or which (in the reasonable opinion of SAISIR Coach Community) may infringe the Intellectual Property Rights of any third party will be removed from the Website.
8 DATA PROTECTION
9.1 Either party may at any time terminate this Agreement by giving the other party not less than one month’s notice in writing.
9.2 Either party may terminate this Agreement with immediate effect by notice in writing (email) to the other if:
9.2.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
9.2.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
9.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
9.2.4 the other party ceases to carry on its business or substantially the whole of its business; or
9.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
9.3 For the avoidance of doubt, termination of the Agreement shall not affect such of its provisions as are expressed to operate or have effect after such termination and any rights of action already accrued to any party in respect of any antecedent breach of this Agreement by any of the other parties shall continue unaffected.
9.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
The Service Provider agrees to indemnify and hold SAISIR Coach Community and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against SAISIR Coach Community arising out of any breach by the Service Provider of the terms of this Agreement.
11 LIMITATION OF LIABILITY
11.1 It shall be the responsibility of the Service Provider to ensure that Clients make full and prompt payment in respect of the Services and SAISIR Coach Community shall not be liable to the Service Provider for late or non-payment for Services by Clients or in respect of any other acts or omissions of Clients.
11.2 SAISIR Coach Community shall not be liable for any interruption, suspension, downtime or other fault or error affecting the Website or for any omissions or deletion of emails.
11.3 SAISIR Coach Community does not guarantee the security of any information transmitted via the Website or over the internet generally.
11.4 Nothing in this Agreement shall exclude or limit the liability of either party for fraudulent misrepresentation or for death or personal injury resulting from the negligence of that party its employees or agents.
During the term of this Agreement the Service Provider shall at its own expense maintain such insurances as required by any applicable law and as appropriate in respect of the provision of the Services.
A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
14 SET OFF
SAISIR Coach Community may, without limiting its other rights or remedies, set off any amount owed to it by the Service Provider under the Agreement against any amount payable by SAISIR Coach Community to the Service Provider under the Agreement.
15 RELATIONSHIP OF THE PARTIES
15.1 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership or employment relationship between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose.
15.2 For the avoidance of doubt, the Service Provider shall contract directly with Clients in respect of the provision of the Services and SAISIR Coach Community shall act as introducer and payment processor only.
16 FORCE MAJEURE
Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances persist for a continuous period of more than 7 days, either party may terminate this agreement by written notice to the other party.
17.1 The Service Provider shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of SAISIR Coach Community.
17.2 SAISIR Coach Community may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the most recent email address, fax number or address notified to the other party, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
20 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be varied only by a document signed by both parties.
21 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of Queensland, Australia and the parties submit to the exclusive jurisdiction of the courts of Queensland, Australia.
Life, Love, Business, Sports and other coaching services including but not limited to:
• Webcam Coaching/Mentoring;
• Phone Coaching/Mentoring;
• SMS Coaching/Mentoring;
• In Person Coaching/Mentoring;
• Webinar coaching/mentoring videos;
• Webinar coaching/mentoring live
• Coaching/Mentoring courses
1. The Service Provider shall pay to SAISIR Coach Community the following Fees:
1.1 a referral fee equal to 30% of the value of all Services sold by the Service Provider via the Website (“Referral Fee”);
1.2 advertising fees of Australian $110 per month (or at the prevailing rates as notified by SAISIR Coach Community from time to time) in respect of any advertising space purchased by the Service Provider on the Website (“Advertising Fee”). All payments are to be received within 7 days of the invoice date.
2. The Subscriber shall pay to SAISIR Coach Community a subscription fee of either Australian $99 per month for group mentoring online , or as per the individual 1:1 package agreement, depending on the package selected by the subscriber (“Subscription Fee”);
3. The Member shall pay to SAISIR Coach Community a membership fee of a minimum of $1999 per annum or as otherwise indicated at time of joining or renewal, which may differ for monthly membership payment options when agreed in writing by all parties.