1. Acceptance

• This online Platform is operated by Masterdojo Pty Ltd ABN 30 629 723 093, its successors and assignees (referred to as Masterdojo, we, us or our). It is available at masterdojo.io and may be available through other addresses or channels, including through our mobile application downloadable through the Google Play Store and Apple Store.
• Our Platform connects experts (Experts) with clients (Clients) and provides a number of different services, including but not limited to content sourcing and management, as set out on the Site. Full details regarding the Services you may access are set out on the Site, including the packages that may be available to you for access to these Services. Experts may also be or become Clients and Clients may also be or become Experts.
• These Terms are between us and you, and each party is a Party to these Terms. We use you or your in these Terms to refer to Experts and Clients collectively.
• You have requested our Services, either by requesting to become an Expert on the Platform with access to our Services for Experts, or by applying for and/or signing up for a Client Account. You agree and accept that these terms and conditions (Terms) form the agreement under which we will supply the Services to you.
• You accept these Terms by:
  • clicking the "I accept" button or similar on the Site;
  • confirming by email that you accept these Terms; or
  • making part or full payment for the Services.
• By creating an Account and/or accessing and/or using the Services, you:
  • warrant to us that you have reviewed these Terms, including our Privacy Policy, available on the Site, (with your parent or legal guardian if you are under 18 years of age), and you accept them;
  • warrant to us that you have the legal capacity to enter into a legally binding agreement or (if you are under 18 years of age) you have your parent's or legal guardian's permission to access and use the Services and they have agreed to these Terms on your behalf;
  • warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services;
  • warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and
  • agree to use the Services in accordance with these Terms.
• If you access or download our mobile application from (i) the Apple App Store, you agree to Apple's Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or (ii) the Google Play Store, the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
• These Terms supplement and incorporate our policies and terms and conditions posted on the Site.

2.Term

• These Terms commence on the date you accept the Terms in accordance with clause 1(e) and continue until the date we or you terminate your Account is terminated in accordance with clause 13 (Term).

3. Set-Up, Training and Accounts

• This clause applies if you have engaged us to provide our Set-Up and Training Service.
• As part of the Set-Up and Training Service, Masterdojo will create an Account for you, in order for you and your Authorised Users, if applicable, to access and use the Services.
• We will provide the Set-Up and Training Service for the period listed in your Account.
• We will provide training as part of our Set-Up and Training Service, up to the number of hours listed in your Account.
• If you do not engage us to perform our Set-Up and Training Service, you may sign up for an Account to access and use the Services.
• You must ensure that any information you provide to us, or we request from you as part of the Account sign-up or set-up process is complete and accurate.
• You may sign up using your email address as username and create your password to access your Account. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including but not limited to any activity by your Authorised Users (if relevant), correspondence you have with any other user, purchases made using your Account details or posts made on the Platform and for ensuring that any activities on your Account comply with these Terms.
• You agree that we are a software as a service provider and we are not responsible for the management or administration of your Account.

4. Your Licence to Use the SaaS Services

• We grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the SaaS Services for your business purposes, if you are an Expert (and in consideration for payment of the Fees), or for your personal purposes, if you are a Client, for the Term (SaaS Licence).
• The SaaS Licence may be restricted in the following ways:
  • the number of Authorised Users on your Account; and
  • the quantity of cloud-based storage available for your Data together the Service Restrictions, depending on your chosen package as will be set out on your Account (Plan).
• You may, at any time during the Term, change the Service Restrictions by submitting an email to us and we shall apply new fees which will be applicable as of the date we allow you access to an increased number of features on your Account. You are not permitted to decrease or reduce the features of your Plan, during the initial minimum term for your Plan (Initial Term) (such Initial Term to be set out on your Account).
• Your Plan will automatically renew:
  • for successive one year terms (each a 'Renewal Term') at the end of the Initial Term, unless you provide us with notice, at least 45 days prior to the expiry of the Initial Term or Renewal Term, as relevant, that you do not wish for your Plan to renew; and
  • subject to our right to conduct a review of the Fees (Fee Review), and provide you with notification of any resulting increase in the Fees for the relevant Renewal Term, at least 60 days prior to the expiry of the Initial Term or Renewal Term, as relevant.

5. Restrictions and Prohibited Conduct

• You must not (and must ensure, if applicable, that your Authorised Users do not) access or use the SaaS Services except as permitted by the SaaS Licence and you must not and must not permit any other person to:
  • use the SaaS Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property rights;
  • interfere with any other user of the SaaS Services;
  • do anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
  • use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
  • use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services;
  • introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
  • reveal your Account's password to others or allow others to use your Account (other than Authorised Users, if applicable);
  • use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing or denial of service and forged routing information for malicious purposes);
  • use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of the SaaS Services;
  • to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the SaaS Services in breach of any person's privacy (such as by way of identity theft or "phishing"); or
  • use the SaaS Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.
• Limit: There is a limit to the aggregate file size of your Data on the SaaS Services, as set out on your Account. If your bandwidth usage exceeds the average bandwidth usage of our users (as determined solely by us), we may immediately suspend your Account until you can reduce your bandwidth consumption, or impose an appropriate fee commensurate with such excess usage. If you are close to exceeding the available storage capacity for Data for your Plan, we will notify you and provide you with the option of upgrading your Plan. You may call us at any time to upgrade the storage available for your Plan.

6. The Services

General

• • Our Services are set out on the Site, and may include but are not limited to:
    • content sourcing and management;
    • access to our expert community;
    • referral tracking and promotions;
    • development services;
    • support services;
    • access to our marketplace;
    • personalised content matching;
    • testimonial capturing; and
    • events registration and marketing.
  • Your access to one or more of these Services will be set out on your Account.

The Masterdojo Introductory Platform

• • Experts may create listings on the Platform, advertising the availability of their services. Experts should include details about the type of coaching or services offered, their background information including any qualifications and experience, pricing information, and the recommended delivery method of the services, such as via skype or face to face sessions, on the listing. We may from time to time, and for the payment of additional fees, promote or 'boost' an Expert's listing on the Platform. The position of an Expert's listing can also depend on the positive reviews or ratings received by that Expert.
  • You may create a profile on the Platform, and correspond with other users using our on-Platform private messaging service.
  • You understand and agree that our Platform is an online introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Platform. We are not an employment agency or labour hire business and Experts are independent third party contractors not our employees, contractors, partners or agents.
  • We are not a party to any agreement entered into between an Expert and a Client. We have no control over the conduct of users of the Platform.
  • We accept no liability for any aspect of your interaction with an Expert or Client, as the case may be, including but not limited to the description of the services offered and the performance of services. We do not assist or involve ourselves in any way in any dispute between users.

The Development Services

• • If, during the Term, you require any changes to the scope, functionality or nature of the SaaS Services or the elements of the Software used to provide the SaaS Services or any bespoke customisations to the SaaS Services, you may notify us of the changes you require. Following notification, at our sole discretion, we may provide you with written notice in the form of a statement of work covering
    • the changes required to the Software,
    • the development services required in respect of such changes (Development Services) and
    • the fee required for us to undertake such Development Services (Development Fee). If you agree to the changes to the SaaS Services, the Development Services and the Development Fee then, subject to these Terms, we will provide the Development Services to you in consideration for payment of the Development Fee. We may refuse to perform any development request, in our sole discretion.
  • Any improvements made to the SaaS Services pursuant to us undertaking any Development Services will be our Intellectual Property, in accordance with clause 11(a).
  • You acknowledge and you agree that any improvements made to the SaaS Services pursuant to any request for us to perform Development Services will not be exclusive to you, and they may be rolled out to other users of the Services. We may roll out the improvement to other users, in our sole discretion.

The Support Services

• • During the Term, we will provide you with the technical support services outlined on your Account (if any) via email or telephone, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault). Technical support services are provided during Business Days and during the business hours set out on the Site.

Content sourcing and management

• We may, from time to time, make our own content and information available on the Platform. Our content on the Platform is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the content, we make no representation or warranty regarding it, to the extent permitted by law. The content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any of our content is inaccurate or out-of-date.

7. Privacy

• ou acknowledge and agree that you are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Data.
• You will comply and ensure that all of your Personnel and Authorised Users comply with the requirements of the Privacy Act and any other applicable privacy laws in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
• Without limiting clause 7(a), you must:
  • notify your Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;
  • ensure that any Personal Information transferred to us is complete, accurate and up to date; and
  • notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under these Terms.
  • Without limiting clause 7(a), you may only disclose Personal Information in your control to us if:
    • you are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by these Terms; and
    • where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

8. Ratings and Reviews

• Clients and Experts may rate one another (Rating) and/or may provide feedback in a testimonial or review (Review).
• Ratings and Reviews of users can be viewed by any user and will remain viewable until the relevant user's Account is removed or terminated.
• Users must provide true, fair and accurate information in their Reviews.
• If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban the user from posting the Review. We do not undertake to review each Review made by a user.
• To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
• You may not publish Reviews for users to which you have personal or professional relations.

9. Warranties

• You warrant and agree that:
  • there are no legal restrictions preventing you from agreeing to these Terms;
  • you are not subject to an Insolvency Event;
  • you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services, and as otherwise requested by us, from time to time, and in a timely manner;
  • all information and documentation that you provide to us in connection with these Terms is true, correct and complete and you acknowledge and agree that we will rely on such information and documentation in order to provide the Services;
  • you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
  • you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with these Terms, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
  • you will maintain the confidentiality and security of any of your Account details or passwords;
  • if applicable, you hold a valid ABN which has been advised to us; and
  • if applicable, you are registered for GST purposes.

10. Payment

Payment for SaaS Services

• You must pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay, via credit card or any other payment method set out on the Site.
• The Fee for your Plan is payable in advance of the next billing cycle for the Plan, whether that be monthly, quarterly or annually, and any additional charges will be billed in arrears at the end of the Plan cycle, or in the month in which they were incurred (if you are on an annual billing cycle) (unless otherwise agreed).
• You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site. The Fee for your Plan is based on the Service Restrictions applicable to your Plan.
• If there is a variation to your Plan or SaaS Licence during the Term, we will include the fees due and payable for the variation performed in invoice(s) subsequent to the performance of the variation.
• If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of the next Plan billing cycle. You must ensure that your credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice.
• All Fees include GST.
• Any payments of Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading a Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
• Fee Review: We may increase the Fees, at our discretion, including to take into account improvements in our Software, increases in the CPI, and increases in our operating costs at the end of each Initial Term or each Renewal Term, as applicable. We will give you 60 days prior written notice of the increase and the increase will apply to the next Renewal Term.
• If any payment has not been made in accordance with our payment terms, where the relevant payment is more than 30 Business Days overdue, we may (in our absolute discretion):
  • immediately cease providing the Services to you or suspend the provision of the Services, and recover as a debt due and immediately payable from you any additional costs of doing so;
  • charge interest at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and/or
  • engage debt collection services and/or commence legal proceedings in relation to any such amounts.
• If you rectify such non-payment after the Services have been suspended, then we will recommence the provision of the Services as soon as reasonably practicable. Payment of Expert Fees
• Clients agree to pay the fees notified by Experts on the Platform for the performance of any Expert services (Expert Fees). A Customer must pay the Expert Fees at the time she/he makes a booking request (Booking Request).
• Once an Expert has accepted a Booking Request, this becomes a booking (Booking).
• Once a Client and Expert have held a Booking, either using the functionality on the Platform to hold meetings virtually, or face-to-face, the Expert must notify us that the Booking is complete (Completed Booking). Upon a Completed Booking, the Expert Fees will be paid to the Expert, after deduction of our service fee as set out on the Site. Limited Payment Collection Agent
• Each Expert appoints us as the Expert's limited payment collection agent solely for the purpose of accepting the Expert Fees from the Client.
• Experts agree that payment of the Expert Fees by a Client to us (as the Expert's limited payment collection agent) is to be considered the same as payment made directly by the Client to the Expert and the Expert will provide the purchased services to the Client as agreed, as if the Expert had received payment directly from the Client.
• Each Expert agrees that we may refund Clients in accordance with these Terms. Each Expert agrees that our obligation to pay the Expert is subject to and conditional upon successful receipt of the relevant payments from Clients.
• We guarantee payment to Experts only for such amounts that we have successfully received from Clients in accordance with these Terms. In accepting appointment as the limited payment collection agent of the Expert, we assume no liability for acts or omissions of the Expert.
• In the event that we do not remit Expert Fees as set out above, Experts will only have recourse against us and not the Client directly.
• Any cancellation, exchange or refund of Expert services, in relation to matters including but not limited to:
  • late cancellation of Bookings;
  • exchanges or refunds an Expert must make to comply with the Australian Consumer Law, are strictly a matter between the Expert and the Client. The terms and conditions agreed to between the Expert and the Client should be set out clearly in the Expert's listing, in respect of Expert services provided.

Other payments

11. Intellectual Property Rights

Our Intellectual Property

• • All Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with these Terms, the Software and the Services) is and will remain owned exclusively by us or our third party service providers.
  • You must not, without our prior written consent:
    • copy or use, in whole or in part, any of our Intellectual Property;
    • reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
    • reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;
    • breach any Intellectual Property rights connected with the Software or the Services, including altering or modifying any of our Intellectual Property;
    • cause any of our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of our Intellectual Property;
    • resell, assign, transfer, distribute or make available the SaaS Services to third parties;
    • "frame", "mirror" or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
    • alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the SaaS

Services or Software;

• • Notwithstanding anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
    • does not contain identifying information;
    • is not compiled using a sample size small enough to make the underlying data identifiable.
  • We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.

Your Intellectual Property

• As between you and us,
  • all Data is and remains your property, and
  • you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof.
• Licence: You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Data during the Term solely to:
  • supply the Services to you (including to enable you and your Personnel to access and use the Services);
  • diagnose problems with the SaaS Services;
  • enhance and otherwise modify the Services;
  • develop content, using artificial intelligence, relating to the most common and basic coaching questions, as determined by us;
  • develop other services, provided we de-identify the Data; and
  • as reasonably required to perform our obligations under these Terms.
• General: You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and (ii) the Data and its transfer to and use by us, as authorised by you under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
• We assume no responsibility or Liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.
• This clause will survive termination or expiry of these Terms.

12. Liability

• Despite anything to the contrary, to the maximum extent permitted by law:
  • our maximum aggregate Liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and must not exceed the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose, or if no Fees have been paid, $100; and
  • we will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
• Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
  • loss of, or damage to, any property or any injury to or loss to any person;
  • failure or delay in providing the Services; or
  • breach of these Terms or any Laws, where caused or contributed to by any:
  • Force Majeure Event;
  • a fault, defect, error or omission in your Computing Environment or Data; or
  • act or omission of you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors), and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.
• To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 7 (Privacy), clause 11 (Intellectual Property) and your Authorised Users' use of the Services contrary to these Terms, including from any claim relating to the Data.
• Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.
• To the extent permitted by law, we make no representations or warranties about our Platform, Clients, Experts, Expert services, profiles or Expert listings including (without limitation) that:
  • they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;
  • access will be uninterrupted, error-free and free from viruses;
  • our Platform will be secure;
  • Expert services will be requested by Clients or that Clients will find desirable Experts or Expert services; and
  • Expert services are of a particular standard of workmanship or quality.
• You acknowledge and agree that:
  • you are responsible for all users using the Services, including your Personnel and any Authorised Users;
  • you use the Services and any associated programs and files at your own risk;
  • the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;
  • we may use third party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
  • the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
  • we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;
  • we are not responsible for the integrity or existence of any Data in or on your Computing Environment, network or any device controlled by you or your Authorised Users; and
  • we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
• Third party sites: Our Site may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. You should make your own investigations with respect to the suitability of those websites.
• This clause will survive termination or expiry of these Terms.

13. Termination, Refunds, and Cancellation

Terminating your Account for the SaaS Services

• You may only terminate your Account by creating the appropriate support ticket within the help desk section of the Site, or by emailing our support staff.
• No refunds will be given upon termination in accordance with this clause 13.
• We may, at any time and at our sole discretion, suspend or terminate your Account for any reason. You must ensure that all your Data on the SaaS Services is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of these Terms. If we suspend your Account and you are not in breach of these Terms, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates. If we terminate your Account and you are not in breach of these Terms, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of these Terms, no refunds will be given.
• If we suspend or terminate your Account, or terminate these Terms, we will cancel any existing Bookings and in the case of an Expert breach, refund the relevant Clients, and in the case of a Client breach, you will lose any amounts paid.
• Your Plan, if relevant, will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with clause 13(a).
• We may suspend overdue Accounts without notice to you.
• On termination of these Terms:
  • you must cease using the Services and we will cease to provide the Services;
  • you agree that any payments made are not refundable to you;
  • you must pay for all Services provided under the Terms including Services which have been performed and have not yet been invoiced to you, and all other amounts due and payable under these Terms within 5 Business Days of termination;
  • 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;
  • 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 unless we are required by Law or regulatory requirements to retain such information.
• The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms. Refunds and Cancellation between Experts and Clients
• Any cancellation, exchange or refund regarding Expert services is strictly a matter between the Expert and the Client. The terms and conditions agreed to between the Expert and the Client should be set out clearly in the Expert's listing in respect of their Expert services.
• This clause will survive termination or expiry of these Terms.

14. Third Parties

• You acknowledge and agree that:
  • the provision of the Services may be contingent on, or impacted by, third parties, end users, suppliers, other subcontractors (Third Party Inputs); and
  • despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.
• (b) This clause will survive the termination or expiry of these Terms.

15. General

• Our Services will be provided to you on a non-exclusive basis.
• We reserve the right at any time and from time to time to change or remove features of the SaaS Services provided that, where there is any material alteration to the SaaS Services in accordance with this clause, we will provide you with 7 Business Days' notice.
• Confidentiality: You will (and ensure your Personnel) keep confidential, and not use or permit any unauthorised use of, any Confidential Information, without our prior written consent, except where the disclosure is required by law.
• Subcontracting: We may engage subcontractors to perform the Services on our behalf.
• Publicity: With your prior written consent, we may use advertising, or publicly announce, that we have undertaken work for you, including in website testimonials and in our marketing material.
• Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five Business Days' notice in writing.
• Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
• Notices: Any notice required or permitted to be given to us must be in writing and addressed to us at the details set out below or to you at the details you provided for your Account. 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.
• Delay: If the provision of the Set-Up and Training Service or other Services depends upon or includes the provision of information, materials, consents or approvals by you or your Personnel, or requires your cooperation, action or response (or that of your Personnel), you will provide that information, cooperation and those materials, consents or approvals in a timely manner. If you breach this obligation, we will be entitled to an extension of time in respect any deadline or milestone to the extent of the delay caused by you and we will have no Liability for a failure to perform the Services caused by you.
• Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in these Terms gives a Party authority to bind the other Party in any way.
• Assignment: Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under these Terms without the prior written consent of the other Party. Any purported dealing in breach of this clause is of no force or effect.
• Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site. Such variation will take effect at the commencement of your next Plan billing cycle (if relevant and if not relevant, the date we post the Terms on our Site). Prior to the commencement of each Plan billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them.
• Governing law: The Terms are governed by the laws of Queensland. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waive any rights to object to any proceedings being brought in those courts.
• This clause will survive termination or expiry of these Terms.

16. Definitions and interpretation

• Definitions In these Terms, the following words mean:
  • ACL has the meaning given in clause 12(d);
  • Account means the account we set up or you sign up for to access and use the Services;
  • Authorised User means a user permitted to use the SaaS Services;
  • Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland;
  • Claim includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), in equity or statute or otherwise;
  • Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
  • Confidential Information includes confidential information about a Party's 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" but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Data;
  • Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with these Terms (whether involving a third party or a Party to these Terms or otherwise);
  • Corporations Act means the Corporations Act 2001 (Cth);
  • CPI means the weighted average of the All Groups Price Index Numbers for the eight capital cities of the states and territories of Australia published from time to time by the Australian Bureau of Statistics or, if that index number is no longer published, its substitute as a cumulative indicator of the inflation rate in Australia;
  • Data means the information, documents and other data inputted by you, your Personnel or Authorised Users into the Software or stored by the SaaS Services or generated by the SaaS Services as a result of your use of the SaaS Services;
  • Development Fee has the meaning given in clause 6(h);
  • Development Services has the meaning given in clause 6(h);
  • Fees means the fees set out on the Site and any Development Fee;
  • Force Majeure Event means an event which is beyond a Party's reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a Party, but in each case, only if and to the extent that the non-performing Party is without fault in causing the event, and the event, or its effect could not have been prevented by reasonable precautions;
  • Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
    • It is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
    • An application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
    • An administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
    • A controller is appointed in respect of any of its property;
    • It is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
    • Adistress, attachment or execution is levied or becomes enforceable against it or any of its property;
    • It enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
    • A receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
    • A petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
    • Anything analogous to, or of a similar effect to anything described above, under the law of any relevant jurisdiction, which occurs in respect of the relevant Party.
    • 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 registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software;
    • Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act and the Spam Act 2003 (Cth);
    • Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);
  • Personal Information has the meaning given in the Privacy Act;
  • Personnel means, in relation to a Party, the officers, employees, contractors and agents of that Party;
  • Plan has the meaning given in clause 4(b);
  • Privacy Act means the Privacy Act 1988 (Cth);
  • SaaS Licence has the meaning given in clause 4(a);
  • SaaS Service means our Software as a service as described on the Site as amended by any Development Services;
  • Service Restriction has the meaning given in clause 4(b);
  • Sensitive Information has the meaning given in the Privacy Act;
  • Services mean the services, functions and responsibilities provided by us to you as specified on our Site and as selected by you;
  • Set-Up and Training Service means the services as described on the Site to set up your chosen SaaS Service;
  • Site means our website, available at: www.masterdojo.io;
  • Software means the software used to provide any of the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after these Terms are entered into by the Parties;
  • Statutory Rights has the meaning given in clause 12(d);
  • System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
  • Term has the meaning given in clause 2(a);
  • Third Party Inputs has the meaning given in clause 14; and Terms has the meaning given in clause 1(d).
• Interpretation In these Terms, unless the context otherwise requires:
  • if any act which must be done under these Terms is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
  • the word "month" means calendar month and the word "year" means 12 months;
  • the words "in writing" include any communication sent by letter or email or any other form of communication capable of being read by the recipient;
  • a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
  • includes and similar words mean includes without limitation; and
  • a reference to $ or dollars refers to the currency of Australia from time to time.