Definitions
1.1 The following definitions apply in this agreement unless the context requires otherwise:
Authorised Third Party Disclosee means any Representative of a Disclosee to whom that Disclosee discloses Confidential Information in accordance with clause 8.
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Sydney, New South Wales are open for business.
Change of Control means, in respect of a particular entity, a person who Controls that entity ceasing to do so or another person acquiring Control of it.
Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).
Client means the party that will receive the Services specified in the Program.
Confidential Information means all information relating to a party, any customer, clients, suppliers, distributors or joint venture partners, of the party and/or any of the business or financial affairs of any of them, including:
(a) any information that is specifically designated by any of them as confidential;
(b) any information which, by its nature, may reasonably be regarded as confidential;
(c) any information relating to any:
(i) agreements, arrangements or terms of trade with any existing or prospective customers, clients, suppliers, distributors or joint venture partners or other contractual counterparties;
(ii) customers, clients, suppliers, distributors, joint venture partners, employees, technologies, products, services, proposals, market opportunities, business or product development plans, pricing, financial position or performance, capabilities, capacities, operations or processes; or
(iii) Intellectual Property Rights,
of any of them; and
(d) any documents, material and/or information provided by the Provider to the Client under this Agreement.
(e) any note, calculation, conclusion, summary or other material derived or produced partly or wholly from any such information.
Control has the meaning given in Section 50AA of the Corporations Act.
Copyright Act means the Copyright Act 1968 (Cth).
Corporations Act means the Corporations Act 2001 (Cth).
Disclosee means, in respect of any particular Confidential Information, any party that has received that Confidential Information (whether directly or indirectly) from another party.
Discloser means, in respect of any particular Confidential Information, any party that has disclosed or discloses that Confidential Information (whether directly or indirectly) to another party.
Event of Default means any of the following on the part of the Client:
(a) committing any material or persistent breach of this agreement;
(b) repudiating or, or, in the reasonable opinion of the Provider, evincing an intention to repudiate, this agreement;
(c) if the Client is a company, undergoing a Change of Control without the prior written consent of the Provider;
(d) misleading the Provider in any material way; and/or
(e) an Insolvency Event occurring in respect of the Client.
Fees has the meaning given in clause 4.1.
Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.
GST has the same meaning given to that expression in the GST Law.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.
GST Law has the same meaning given to that expression in the GST Act.
Insolvency Event means, in respect of a party:
(a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency;
(b) where the party is a company, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;
(c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or
(d) the party is otherwise unable to pay its debts as and when they fall due.
Input Tax Credit has the meaning given in the GST Law.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets, and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all:
(a) liabilities on account of Tax;
(b) interest and other amounts payable to third parties;
(c) legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and
(d) all amounts paid in settlement of any Claim.
Moral Rights has the same meaning as that term has in Part IX of the Copyright Act.
Personal Information has the meaning given in the Privacy Act.
Privacy Act means the Privacy Act 1998 (Cth).
Program means, the document headed “Our Program” setting out the scope and additional terms and conditions of the Services to be provided by the Provider to the Client and accepted by the parties in accordance with this agreement.
Relevant IP means all Intellectual Property Rights that the Provider makes, develops or conceives (whether alone or in conjunction with someone else, and whether during or outside normal working hours) in the course of, or arising out of, the provision of the Services and/or Provider’s engagement with the Client, including any Intellectual Property Rights so made, developed or conceived:
(a) using the premises, resources or facilities of the Client or any of its customers, clients or suppliers;
(b) in the course of, as a consequence of, or in relation to, the provision of the Services by the Provider and/or the performance (whether proper or improper) of the Provider’s duties and responsibilities to the Client under this agreement or otherwise;
(c) as a direct or indirect result of any person’s access to any Confidential Information or Intellectual Property Rights of the Client or any of its customers, clients or suppliers; or
(d) in respect of any of the products or services of the Client or any of its customers, clients or suppliers, or any alterations, additions or methods of making, using, marketing, selling or providing such products or services.
Relevant Trust means, in respect of any Trustee, the trust in respect of which the Trustee is expressed to have entered into this agreement as trustee.
Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.
Services means the services provided by the Provider to the Client under this agreement as set out in the Program.
Stamp Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount in respect of the above, but excludes any GST.
Start Date means the date of this agreement or such other date as the parties may agree in writing.
Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).
Tax or Taxation means:
(a) any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under the Tax Acts or any other statute, ordinance or law by any Governmental Agency (including profits tax, property tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge, group or Pay as You Go withholding tax and land tax);
(b) unless the context otherwise requires, Stamp Duty and GST; and
(c) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.
Trustee means any party to this agreement that is expressed to have entered into this agreement in its capacity as a trustee of any trust.
Works means all programs and programming and literary, dramatic, musical and artistic works within the meaning of the Copyright Act.
Interpretation
1.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:
(a) headings in this agreement are for convenience only and do not affect its interpretation or construction;
(b) no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;
(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(d) a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
(e) references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;
(f) in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;
(g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
(h) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;
(i) a reference to writing includes any communication sent by post, facsimile or email;
(j) a reference to time refers to time in Sydney, New South Wales and time is of the essence;
(k) all monetary amounts are in Australian currency;
(l) a reference to a “liability” includes a present, prospective, future or contingent liability;
(m) the word “month” means calendar month and the word “year” means 12 calendar months;
(n) the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
(o) a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;
(p) a reference to any thing is a reference to the whole and each part of it;
(q) a reference to a group of persons is a reference to all of them collectively and to each of them individually;
(r) words in the singular include the plural and vice versa; and
(s) a reference to one gender includes a reference to the other genders.
2.1 The Client hereby engages the Provider on a non-exclusive basis to provide the Services to the Client, and the Provider hereby accepts that engagement and agrees to provide the Services to the Client, in accordance with the terms of this agreement.
Commencement and duration
2.2 The Provider’s engagement with the Client will:
(a) commence on the Start Date; and
(b) continue indefinitely unless and until it is terminated in accordance with clause 12.
Nature of relationship
2.3 The Provider is an independent contractor of the Client and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
Selection of Program
3.1 Before the Provider provides Services to the Client under this agreement, the parties must first agree on a Program. The Provider’s obligation to provide the Services does not arise unless and until the Client has notified the Provider of the Client’s acceptance of the Program and the Provider has notified the Client of his or her or it acceptance into the Program.
Pricing and invoicing
Pricing
6.14.1 Subject to clause 3.1, the parties have agreed that the total price for the relevant Services (exclusive of GST) (the Fees) will be as stated in the Program.
7.5. Payment
Timing of payments
7.15.1 The Client must pay to the Provider the Fees in full in advance on or before the Start Date.
Method of payment
7.25.2 The Client must pay the Fees to the Provider by way of electronic funds transfer into the bank account nominated by the Provider, credit cards and/or direct debit payment authorisations from the Client’s account or by any other methods as specified in writing by the Provider.
No set-off or deduction
7.35.3 All amounts payable by the Client to the Provider under or in connection with this agreement must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement (unless otherwise required by law).
7.45.4 If the Client is required by law to make a deduction or withholding in respect of any sum payable under or in connection with this agreement to another party, it must, at the same time as the sum that is the subject of the deduction or withholding is payable, make a payment to the Provider of such additional amount as is required to ensure that the net amount received by the Provider will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.
8.6. GST
Definitions regarding GST
8.16.1 In this clause 6:
(a) expressions that are not defined, but which have a defined meaning in the GST Law, have the same meaning as in the GST Law;
(b) any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 6; and
(c) any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 6.
Consideration is exclusive of GST
8.26.2 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause 6.
Receiving Party to pay additional amount
8.36.3 If GST is imposed on any supply made under or in accordance with this agreement, the recipient of the supply (Receiving Party) must pay to the supplier (Providing Party) an additional amount equal to the GST payable on the supply, subject to the Receiving Party receiving a valid tax invoice, or a document that the Commissioner will treat as a tax invoice, in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time and in the same manner as payment for the supply is required to be made in accordance with this agreement.
Fines, penalties and interest
8.46.4 The amount recoverable on account of GST under this clause 6 by the Providing Party will include any fines, penalties, interest and other charges incurred as a consequence of any late payment or other default by the Receiving Party under this clause 6.
Reimbursement
8.56.5 If any party is required to pay, reimburse or indemnify another party for the whole or any part of any cost, expense, loss, liability or other amount that the other party has incurred or will incur in connection with this agreement, the amount must be reduced by the amount for which the other party can claim an Input Tax Credit, partial Input Tax Credit or other similar offset.
Adjustment events
8.66.6 If, at any time, an adjustment event arises in respect of any supply made by a party under this agreement, a corresponding adjustment must be made between the parties in respect of any amount paid to the Providing Party by the Receiving Party pursuant to clause 6.3 and payments to give effect to the adjustment must be made and the Providing Party must issue an adjustment note.
9.7. The Client’s Specific Obligations and Acknowledgements
9.17.1 The Client acknowledges and agrees that:
(a) The Provider provides cryptocurrencies education programs only. It is not an investment advisor, analyst, stockbroker, brokerage or financial planner. All information, material and documents which are provided by the Provider to the Client under this Agreement are for general information and educational purposes only.
(b) The Provider does not give any investment, legal, tax or any other advice nor make any representations and/or guarantees in any of the information, material and documents it provides to the Client as to whether any investment is suitable for the Client or will be profitable.
(c) The information, material and documents provided by the Provider to the Client do not constitute and should not be considered as an investment, legal, tax or any other advice nor be relied upon in making an investment or other decision. The information and/or opinions contained in the information, material and documents are provided without any express or implied warranty and may not be suitable for the Client’s unique circumstances. The Client must conduct his/her own due diligence and exercise/rely on his/her own judgement as to whether any investments, trading and/or strategies are suitable for him/her. The Client should obtain relevant and specific professional advice and check the accuracy of all information, material and documents provided by the Provider before making any investment decision.
(d) Trading and investing in Cryptocurrencies carries risks and is not suitable for all people. It is the Client’s sole obligations to consider matters such as his/her own investment objectives, circumstances, experience and knowledge, the risks associated with trading and investing in Cryptocurrencies and his/her own risk appetite and capital backing when making any investment decision.
(e) By its nature, investment in Cryptocurrencies is only suitable for sophisticated investors who do not require immediate liquidity for their investment. The Client hereby declares that he or she is solvent and under no financial pressure either directly or indirectly and will only trade and/or invest in cryptocurrencies using his or her surplus cash.
(f) The Client’s use of the information, material and documents which are provided by the Provider to the Client at his/her own discretion and risk. The Client hereby agree to release the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from the use of the information, material and documents which are provided by the Provider to the Client by the Client or any other person. The Provider may plead this release as a bar and complete defence to any claims or proceedings.
(g) To the maximum extent permitted by law, the Provider and its employees, agents, consultants, licensors, partners and affiliates expressly disclaim all conditions, representations, and warranties (whether express or implied, statutory or otherwise) in relation to any information, material, documents and services which the Provider Provides to the Client under this Agreement, including any implied warranty/guarantee of merchantability, fitness for a particular purpose or non-infringement.
(h) To the maximum extent permitted by law, the Provider and its employees, agents, consultants, licensors, partners and affiliates hereby exclude all liability to the Client or any other person for any loss, cost, expense, claim or damage (whether arising in contract, negligence, tort, equity, statute or otherwise, and for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, the use of the information, material and documents which are provided by the Provider to the Client by the Client or any other person.
(i) To the maximum extent permitted by law, and without limiting any other provision of these Agreement, the Provider excludes liability for any delay in performing any of its obligations under this Agreement where such delay is caused by circumstances beyond the reasonable control of the Provider, and the Provider shall be entitled to a reasonable extension of time for the performance of such obligations.
(j) For the Client’s safety, the Provider recommends that the Client does not use margin trade, derivatives, future contract, leveraged financial and/or trading instruments (Leverage). If the Client wishes to use Leverage, then the Client shall do so at his/her own discretion and risk and should immediately advise the Provider in writing so that the Provider may provide the Client with information on the risks of using Leverage.
(k) The Provider may provide to the Client indicators and/or investment alerts. These indicators and/or investment alerts are not in any shape or form a solicitation, offer or invitation, or recommendation, to acquire or dispose, invest or to engage in any other transaction or in any Cryptocurrencies. For avoidance of doubt, the Client’s use of the indicators and/or investment alerts is subject to Clauses (f) to (i) above.
(l) The Client shall comply with further terms and conditions specified in the Program attached to this agreement and/or in the Provider’s Code of Ethics provided to the Client by the Provider from time to time.
(m) Except as expressly provided otherwise in this agreement, all amounts paid pursuant to this agreement are non-refundable. Further information on the steps that the Provider will take to remedy any breach of any non-excludable condition or warranty/guarantee is provided under the heading “Limitation of Liability” in this Agreement below.
(n) The Provider may use one or more third-party products, services and payment gateways to facilitate provision of services under this agreement and secure online payment transactions. Activities, transactions, orders, instructions, payments, etc made through such third-party products and services and third-party payment gateways are subject to the terms and conditions and privacy policy of the relevant third-party providers. While the third-party providers used by the Provider employ secure technology for transactions with the Client, the Provider will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by the Client in the event of unauthorised or fraudulent use of the Client’s credit or debit card or bank account or personal information by any person other than the Provider.
10.8. Confidentiality
10.18.1 Subject to clauses 8.3 and 8.4, a Disclosee must:
(a) keep all Confidential Information confidential;
(b) not use or exploit any Confidential Information in any way except in the proper performance of the Services in accordance with this agreement;
(c) not disclose or make available any Confidential Information in whole or in part to any third party;
(d) not copy, reduce to writing or otherwise record any Confidential Information except in the proper performance of the Services in accordance with this agreement (and any such copies, reductions to writing and records will be the property of the Discloser);
(e) ensure that any and all Authorised Third Party Disclosees:
(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Disclosee; and (ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of this agreement by the Disclosee.
10.28.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or omissions of any and all of its Authorised Third Party Disclosees in relation to the Confidential Information as if they were the actions or omissions of the Disclosee.
Exceptions
10.38.3 The Disclosee may disclose Confidential Information to those of its Representatives who have an actual need to know the Confidential Information but only in the proper provision of the Services and performance of its duties under this agreement and provided that it informs such Representatives of the confidential nature of the Confidential Information before such disclosure.
10.48.4 Subject to clause 8.5, the obligations in clause 8.1 will not apply to any Confidential Information which (as shown by appropriate documentation and other evidence in the relevant Disclosee’s possession):
(a) was already known to the Disclosee on a non-confidential basis prior to the time of its first disclosure by the Discloser to the Disclosee, unless it came to be so known as a direct or indirect result of having been:
(i) unlawfully obtained by the Disclosee, whether from a third party or otherwise; or
(ii) received by the Disclosee from a third party that owed a confidentiality obligation to the Discloser in respect of that information at the time of such receipt, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Discloser;
(b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person:
(i) in circumstances that constitute a breach of this agreement by the Disclosee (for the avoidance of doubt, including any breach by the Disclosee of its obligations under clause 8.1
(e) to ensure that its Authorised Third Party Disclosees comply with the obligations in this agreement as if they were parties to this agreement in the place of the Disclosee); or
(ii) that owed a confidentiality obligation to the Discloser in respect of that information at the time of such disclosure, in circumstances in which the Disclosee knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Discloser;
(c) is, after the time of its first disclosure by the Discloser to the Disclosee, lawfully received by the Disclosee from a third party and the Disclosee reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Discloser;
(d) is required by law or court order to be disclosed, provided that the Disclosee must:
(i) promptly notify the Discloser in writing in advance of any such disclosure, if reasonably practicable; and
(ii) reasonably assist the Discloser in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Discloser;
(e) is independently developed by the Disclosee without any direct or indirect use of, reference to, or reliance on any Confidential Information; or
(f) is authorised for release or use by the written pre-approval of the Discloser but only to the extent of such written pre-approval.
10.58.5 The exceptions in clause 8.4 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information.
11.9. Non-disparagement
11.19.1 Subject to clause 9.2, on and from the date of this agreement, the Client must not:
(a) make, express, transmit, speak, write, verbalise or otherwise communicate in any way (directly or indirectly, in any capacity or manner) any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be false, misleading, inaccurate, critical of, or derogatory or negative towards, the Provider or any Representative of the Provider or any other clients of the Provider or their Representatives; or
(b) cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or support or participate in any other person doing so,
and must take all reasonable steps to prevent its Representatives from doing so.
11.29.2 Clause 9.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:
(a) promptly notify the other party in writing in advance of any such statement or disclosure, if reasonably practicable; and
(b) reasonably assist the other party in obtaining confidential treatment for, or avoiding or minimising the dissemination of, such statement or disclosure to the extent reasonably requested by any party.
12.10. Intellectual Property
12.110.1 The parties agree that all Relevant IP will be owned by, and vest in, the Provider.
Assignment
12.210.2 The Client hereby assigns, transfers and conveys to the Provider all current and future right, title and interest in all Relevant IP and acknowledges that all future Relevant IP will vest in the Provider on and from creation.
Client’s duty to assist the Provider
12.310.3 The Client must do anything necessary, including executing any documents, for the purpose of effecting, perfecting and/or protecting the Provider’s title to any Relevant IP, in Australia or in such other countries as the Provider may require at its discretion.
Permitted use
12.410.4 The Client may not use or reproduce any Relevant IP or any other Intellectual Property Rights of the Provider or any of the Provider’s customers, clients or suppliers without the Provider’s prior written approval, except in the performance of its duties under this agreement.
Moral rights
12.510.5 The Client consents to the doing of any acts, or making of any omissions, by the Provider or any of the Provider’s employees, officers, contractors, agents, licensees or assigns that infringes its Moral Rights in any Works that constitute Relevant IP, including:
(a) not naming the Client as the author of a Work; or
(b) amending or modifying (whether by changing, adding to or deleting/removing) any part of a Work but only if the Client is not named as the author of the amended or modified Work,
whether those acts or omissions occur before, on or after the date of this agreement. The Client acknowledges that its consent pursuant to this clause 10.5 is genuinely given without duress of any kind and that it has been given the opportunity to seek legal advice on the effect of giving that consent.
13.11. Liability and remedies
Indemnity
13.111.1 The Client shall have personal liability for, and hereby irrevocably indemnifies and covenants to hold the Provider harmless from and against, any and all Losses that may be suffered by the Provider and which arise, directly or indirectly, in connection with any breach of this agreement by the Client and/or any negligent or other tortious conduct in the provision of the Services.
Indemnities continuing
13.211.2 Each indemnity contained in this agreement is an additional, separate, independent and continuing obligation that survives the termination of this agreement despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full and no one indemnity limits the generality of any other indemnity.
Limitation of liability
13.311.3 To the maximum extent permitted by law, the Provider and its Representatives expressly:
(a) (Disclaimer of warranties) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Without limitation to the foregoing, the Provider and its Representatives make no representation, and provide no warranty or guarantee, that:
(i) the Client will achieve any particular results from the provision of the Services;
(ii) any particular individuals will perform the Services on behalf of the Provider; or (iii) the Services will be:
(A) error-free or that errors or defects will be corrected; or
(B) meet the Client’s requirements or expectations; and
(b) (Limitation of liability) limit their aggregate liability in respect of any and all Claims for any Losses that the Client and/or any of its Representatives may bring against the Provider under this agreement or otherwise in respect of the Services to the following remedies (the choice of which is to be at the Provider’s sole discretion):
(i) re-supply of the Services; or
(ii) the refund of any amounts paid by the Client to the Provider under this agreement in respect to the Services,
even if the Provider has been advised of the possibility of such Losses,
and the Client acknowledges and agrees that the Provider holds the benefit of this clause 11.3 for itself and as agent and trustee for and on behalf of each of its Representatives.
Force majeure
13.411.4 To the maximum extent permitted by law, the Provider and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Provider under this agreement where such damage or delay is caused by circumstances beyond the reasonable control of the Provider and the Provider shall be entitled to a reasonable extension of time for the performance of such obligations, and the Client acknowledges and agrees that the Provider holds the benefit of this clause 11.4 for itself and as agent and trustee for and on behalf of each of its Representatives.
Remedies for breach
11.5 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 8 (Confidentiality) or clause 9 (Non-disparagement), damages may not be an adequate remedy and the first-mentioned party may, in addition to any other remedies, obtain an injunction restraining any further violation by the other party and other equitable relief, without the necessity of showing actual damage and without any security being required, together with recovery of costs. Any Claims asserted by such other party against the first-mentioned party shall not constitute a defence in any such injunction action, application or motion.
13.511.6 In addition to any other remedies, in the event of a breach by the Client, the whole amount of Fees in relation to the selected Program, less any amount that the Client has paid toward the Fees, shall become due and payable immediately to the Provider and the Provider is under no obligation whatsoever to refund part or the whole of the amount that the Client has already paid to the Provider.
14.12. Termination
Termination for breach
14.112.1 The Provider may terminate this agreement immediately by notice to the Client if an Event of Default occurs in respect of the Client.
14.212.2 If the Provider commits any material or persistent breach of this agreement, the Client must provide the Provider with a notice of breach in writing. If the Provider fails to remedy the breach within 20 Business Days after the date of its receipt of such notice, the Client may terminate this agreement with immediate effect upon providing the Provider with a further notice of termination in writing.
Automatic Termination
14.312.3 If the Client is enrolled in the 7 Day Free Program:
(a) this agreement will be automatically terminated at the completion of the 7 Day Free Program.
(b) The Provider may terminate this agreement at its discretions at any time. The Client shall not be entitled to any compensation for any Losses or to make any Claims for an early termination of this agreement by the Provider.
Termination with notice
14.412.4 The Client may, without limitation to its rights under clause 12.2, terminate this agreement at any time, after completing the initial period specified under the selected Program, by giving at least 1 month’s notice to the Provider.
14.512.5 The Provider may, without limitation to its rights under clause 12.1, terminate this agreement at any time by giving at least 24 hours’ notice to the Client. The Client may waive all or part of such notice period.
Effect of termination
14.612.6 In the event of any termination of this agreement in any circumstances and for any reason whatsoever the Client will remain liable to pay all Fees accrued up to and including the date of termination, whether or not invoiced prior to the date of termination.
Ipso facto legislation
14.712.7 If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law:
(a) time is of the essence in respect of all obligations of that party under this agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and
(b) any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of this agreement,
and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.
Accrued rights
14.812.8 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
Survival
14.912.9 The obligations of the parties under clause 8 (Confidentiality), clause 9 (Non-disparagement), clause 10 (Intellectual Property), clause 11 (Liability and remedies) and this clause 12 will survive the termination of this agreement.
15. Trustees
25.113.1 Each Trustee enters into this agreement only in its capacity as trustee of the Relevant Trust and in no other capacity.
25.213.2 A liability arising under or in connection with this agreement can be enforced against a Trustee only to the extent to which it can be satisfied out of property of the Relevant Trust out of which the applicable Trustee is actually indemnified for the liability.
25.313.3 This limitation of each Trustee’s liability applies despite any other provision of this agreement and extends to all liabilities and obligations of each Trustee in any way connected with this agreement, including any representation, warranty, conduct, omission, agreement or transaction related to this agreement.
25.413.4 No party may sue a Trustee in any capacity other than as trustee of the Relevant Trust, including seeking the appointment of a receiver (except in relation to property of the Relevant Trust), a liquidator, an administrator or any similar person to the applicable Trustee or to prove in any liquidation, administration or arrangement of or affecting the applicable Trustee (except in relation to property of the Relevant Trust).
25.513.5 Clauses 13.1 to 13.4 will not apply to any obligation or liability of a Trustee to the extent that it is not satisfied because, under the trust agreement establishing the Relevant Trust or by operation of law, there is a reduction in the extent of the Trustee’s indemnification out of the assets of the Relevant Trust, as a result of the Trustee’s fraud, negligence or breach of trust.
25.613.6 No Trustee is obliged to do, or refrain from doing, anything under this agreement (including incurring any liability) unless its liability is limited in the same manner as set out in clauses 13.1 to 13.4.
26.14. Notices
26.114.1 A notice given to a party under this agreement must be:
(a) in writing in English;
(b) sent to the address, or email address of the relevant party as the relevant party may notify to the other party from time to time; and
(c) delivered/sent either:
(i) personally;
(ii) by commercial courier;
(iii) by pre-paid post;
(iv) if the notice is to be served by post outside the country from which it is sent, by airmail;
(vi)(v) by e-mail.
26.214.2 A notice is deemed to have been received:
a) if delivered personally, at the time of delivery;
(b) if delivered by commercial courier, at the time of signature of the courier’s receipt;
(c) if sent by pre-paid post, 48 hours from the date of posting;
(d) if sent by airmail, five days after the date of posting;
(f)(e) if sent by e-mail, 4 hours after the sent time (as recorded on the sender’s e-mail server), unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the party,
except that, if such deemed receipt is not within business hours (meaning 9:00 am to 5:30 pm on a Business Day), the notice will be deemed to have been received at the next commencement of business hours in the place of deemed receipt.
26.314.3 To prove service, it is sufficient to prove that:
(a) in the case of post – that the envelope containing the notice was properly addressed and posted;
(c)(b) in the case of email – the email was transmitted to the party’s email server or internet service provider.
27.15. General Further assurances
27.115.1 Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement.
Third parties
27.215.2 This agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
Costs
15.3 All costs and expenses in connection with the negotiation, preparation and execution of this agreement, and any other agreements or documents entered into or signed pursuant to this agreement, will be borne by the party that incurred the costs.
27.315.4 Without limiting the generality of Clause 11.1 of this Agreement in any way, the Client shall be liable on indemnity basis for all of the Provider’s Losses and costs and expenses incurred by the Provider as a result of the Client’s breach of this Agreement.
Entire agreement
27.415.5 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute.
Severability
27.515.6 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.
No waiver
27.615.7 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement.
Amendment
27.715.8 This agreement may not be varied except by written instrument executed by all of the parties.
Assignment
The Client must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of its rights under this agreement without the prior written consent of the Provider.
Counterparts
27.815.9 This agreement may be executed in any number of counterparts, each of which is an original and which together will have the same effect as if each party had signed the same document.
Electronic exchange
27.915.10 Delivery of an executed counterpart of this agreement by facsimile, or by email in PDF or other image format, will be equally effective as delivery of an original signed hard copy of that counterpart.
27.1015.11 If a party delivers an executed counterpart of this agreement under clause 15.10:
(a) it must also deliver an original signed hard copy of that counterpart, but failure to do so will not affect the validity, enforceability or binding effect of this agreement; and
(b) in any legal proceedings relating to this agreement, each party waives the right to raise any defense based upon any such failure.
Governing law and jurisdiction
27.1115.12 This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of New South Wales, Australia.
27.1215.13 The parties irrevocably agree that the courts of New South Wales, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).
* * * *
Fees: Nil
Period of Service: 7 Days from Monday to Sunday
Services to be provided:
1. 1 x Masterclass on a Monday at 7 pm
2. 1 x Bootcamp on Tuesday at 7 pm
3.
5.
7.
8. Additional Terms and Conditions:
1. The times and days of services are indications only and may be changed and/or cancelled by the Provider at its sole discretions at any time. The Client shall not be entitled to any compensation for any Losses or to make any Claims in relation to any changes to the times and days for the services and/or cancellations of services.
2. The Provider recommends that the Client uses a trading simulation only during the duration of this Program. If despite this recommendation the Client decides to trade using a live trading account (i.e. not a simulation), then the Client shall do so at his/her own discretion and risk. Without limiting the generality of or restricting Clause 7 of this agreement in anyway, the Client hereby releases the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from any Losses suffered by the Client and the use of the information, material, and documents which are provided by the Provider to the Client by the Client or any other person. The Provider may plead this release as a bar and complete defense to any claims or proceedings.
3. To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
Initial Period of Service: 30 Days
Services to be provided:
1. 2 x Masterclasses each on Monday and Tuesday at 7 pm
2. 2 x Bootcamps each on a Tuesday at 7 pm
3. 1 x Workshop on the first Saturday of the month
4. 4 x Coffee and Crypto each on Saturday at 9 am
5. 30 Days Trade Alert and Indicators (usually 1 per day)
Additional Terms and Conditions:
1. The Client should have completed the 7 Days Free Program before enrolling in the Academy Program.
2. The times and days of services are indications only and may be changed and/or cancelled by the Provider at its sole discretions at any time. The Client shall not be entitled to any compensation for any Losses or to make any Claims in relation to any changes to the times and days for the services and/or cancellations of services.
3. The Provider recommends that the Client uses a trading simulation only during the initial period of this Program. If despite this recommendation the Client decides to trade using a live trading account (i.e. not a simulation), then the Client: a. shall do so at his/her own discretion and risk. Without limiting the generality of or restricting Clause 7 of this agreement in anyway, the Client hereby releases the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from any Losses suffered by the Client and the use of the information, material and documents which are provided by the Provider to the Client by the Client or any other person. The Provider may plead this release as a bar and complete defence to any claims or proceedings.
b. prior to commencing any live trade, must advise the Provider a written notice of his or her intention to trade live and the amount of capital that they intent to deposit and use to trade in their trade account.
c. prior to commencing any live trade, must complete and submit the Intention to Trade Live Form provided by the Provider.
d. must comply with the Provider’s Financial Safety Policy and Algorithm specified in the Intention to Trade Live Form in any live trading.
4. At the end of the initial 30 days period or any subsequent extension period, the Trade Alerts and Indicators services shall be extended every 30 days at the costs of $259.00 inclusive of GST per month payable in advance by a credit card or $59.95 inclusive of GST per week payable in advance by direct debit or repeat direct credit card payment until this agreement is terminated under Clause 12 of this agreement. To remove doubt, no other services, other than Trade Alerts and Indicators services will be extended under this Clause.
5. To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
Initial Period of Service: 12 months
Services to be provided:
1. Unlimited access to scheduled Masterclasses, Bootcamps, Workshops, Coffee and Crypto sessions and live Trading Room sessions
2. 12 months Trade Alert and Indicators (usually 1 per day)
3. 30 days money back guarantee (subject to terms and conditions below)
4. 12 months income assurance (subject to terms and conditions below)
Additional Terms and Conditions:
1. To enrol in the Pro Plus++ Program, the Client:
a. must either:
i. have successfully completed of at least 1 month (but preferably 3 months) of the Academy Program and submitted a signed declaration of competency form to the Provider and receive a written approval and acceptance to enrol in the Pro Plus++ Program; or
ii. be able to demonstrate sufficient trading skills and competencies, attend a 1 on 1 interview with an approved representative of the Provider and receive a written approval and acceptance to enrol in the Pro Plus++ Program.
b. hereby agrees that the Provider shall have absolute and sole discretions in determining whether the Client have successfully completed the Academy Program as required under Clause 1(a)(i) above or whether the Client has sufficient skills and competencies pursuant to Clause 1(a)(ii) above.
c. prior to commencing any live trade, must complete and submit a Notice of Intention to Trade Live Form.
d. deposit a minimum of $2,000.00 (preferably $5,000.00) into his or her trading account.
2. If the Client has not completed the Academy Program as required under Clause 1(a)(i), the Provider recommends that the Client uses a trading simulation only during the first 30 days of this Pro Plus++ Program. If despite this recommendation the Client decides to trade using a live trading account (i.e. not a simulation), then the Client shall do so at his/her own discretion and risk. Without limiting the generality of or restricting Clause 7 of this agreement in anyway, the Client hereby releases the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from any Losses suffered by the Client and the use of the information, material and documents which are provided by the Provider to the Client by the Client or any other person. The Provider may plead this release as a bar and complete defence to any claims or proceedings.
3. The Client must comply with the Provider’s Financial Safety Policy and Algorithm specified in the Intention to Trade Live Form in any live trading.
4. The terms and conditions in relation to the money back guarantee:
a. If, after all of the trades placed within the first 30 days of the Initial Period are finalised, the balance of the Client’s trading account is less than the amount of the capital initially deposited by the Client into his or her trading account (as specified under the Client’s Notice of Intention to Trade Live Form submitted to the Provider), then the Client may either:
i. elect for the fees paid by the Client to be fully refunded to him or her; or
ii. have the Initial Period of Service extended by 1 month for free.
b. To be covered by the Money Back Guarantee, the Client must:
i. only trade using a Swyftx (https://swyftx.com/au/) trading account; and
ii. only trade in accordance with the Trade Alert and Indicators provided by the Provider; and
iii. comply strictly with the Provider’s Financial Safety Policy and Algorithm specified in the Intention to Trade Live Form; and
iv. not make any withdrawal from the Client’s trading account; and
v. trade a minimum of 24 days in the 30 days period covered by the Money Bank Guarantee (a non-trading day indicated in the Trade Alert and Indicators shall be counted toward the 24 days requirement); and
vi. allow the Provider and/or its representatives or auditors to access and audit their trading account and/or request, obtain and retain a copy of the Client’s trading account at any time and as often as the Provider deems fit; and
vii. comply with all other terms and conditions of this agreement.
c. Without limiting the generality of Clause 7 of this agreement, the Provider is not liable for and the Client hereby releases the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from any Losses, capital or otherwise, suffered by the Client.
d. To remove doubt, the Money Back Guarantee only applies to the first 30 days after the Client first enrolled in the Pro Plus++ Program. It does not apply to any subsequent enrolments, period of extensions or a period reset.
5. Terms and Conditions in relation to Income Assurance:
a. The Provider hereby provides Income Assurance to the Client in accordance with the terms and conditions of this Clause and the table below.
Account Size
$5,000.00 to $9,999.00
$10,000.00 to 19,999.00
$20,000.00 to $29,999.00
$30,000.00 to $49,999.00
$50,000.00 and above
Income Assurance
$7,000.00
$15,000.00
$30,000.00
$45,000.00
$75,000.00
b. Account Size refers to the capital deposited by the Client’s into his or her trading account and does not include any revenues or returns on investment.
c. Income Assurance refers to gross revenues only (i.e. revenues before expenses, depreciations and any taxes) received by the Client as a result of the Client’s trading using his or her capital and does not include any capital invested by the Client.
d. The period of the Income Assurance is 12 months, commencing from the time when the Client deposited his or her initial capital into his trading account or from when the Client increases or reduces his or her Account Size, whichever is later. For example, if the Client made an initial deposit of $105,000.00 into his or her trading account on 1 January, then the period of Income Assurance will expire at midnight on 31 December. However, if the Client made an additional deposit or withdrawal of $5,000.00 into or from his or her trading account on 1 February, then the period of Income Assurance will reset and commence from 1 February and expiring at midnight on 31 January the following year.
e. The level of the Income Assurance shall be determined in accordance with the table under 5(a) above. For example, if the Client’s Account Size is between $5,000.00 and $9,999.00, then the level if Income Assurance provided to the Client will be $7,000.00. If the Client deposits further $5,000.00 capital into his or her trading account (i.e. making a total of capital investment of $10,000.00), then the level of the Income Assurance shall be upgraded to $15,000.00 from the time the Client made the additional capital deposit and the 12 months period will reset in accordance with Clause 5(d) above.
f. If at the end of the period of the Income Assurance (as determined under Clause 5(d) above) the Client’s gross revenues from trading are less than the applicable Income Assurance (as determined under Clause 5(e)) above, then the Client’s obligation to pay the month-to-month subscription costs (as calculated under Clause 8 below) shall be suspended until the Client’s gross revenues from trading have reached the applicable Income Assurance (the Remedial Period). During the Remedial Period, the Provider shall provide all reasonable assistance (as determined by the Provider at its sole discretion) to the Client to reach gross revenues equivalent to the applicable Income Insurance as soon as possible.
g. The benefits under Clause 5(f) above are the only benefits of the Income Assurance provided by the Provider to the Client. To remove doubt and without limiting the generality of Clause 7 of this agreement, the Provider is not liable for and the Client hereby releases the Provider and its employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that the Client may have against any of them arising from any Losses, capital or otherwise, suffered by the Client. The Provider shall not be liable under any circumstances to compensate the Client for any shortfall in the Client’s gross revenues from the applicable Income Assurance.
h. Subject to benefits under Clause 5(f) above, the Income Assurance terminates immediately at the end of the period of the Income Assurance and cannot be revived or extended by increasing or reducing the Client’s Account Size after the end of the period of the Income Assurance. The Client may however obtain a further 12 months Income Assurance by re-enrolling into 12 months Pro Plus++ Program at the standard costs.
i. The Income Assurance also terminates immediately if the Client at any time breach any terms and conditions of this agreement. Once the Income Assurance terminates under this Clause, it cannot be revived.
j. To be covered by the Income Assurance, the Client must:
i. only trade using a Swyftx (https://swyftx.com/au/) trading account; and
ii. only trade in accordance with the Trade Alert and Indicators provided by the Provider; and
iii. comply strictly with the Provider’s Financial Safety Policy and Algorithm specified in the Intention to Trade Live Form; and
iv. advise the Provider in writing immediately within 24 hours of any increase or decrease in the Client’s Account Size; and
v. trade a minimum of 24 days in a month during the period of Income Assurance and the Remedial Period (a non-trading day indicated in the Trade Alert and Indicators shall be counted toward the 24 days requirement); and
vi. allow the Provider and/or its nominated representatives or auditors to access and audit their trading account and/or request, obtain and retain a copy of the Client’s trading account at any time and as often as the Provider deems fit; and
vii. comply with all other terms and conditions of this agreement.
6. Suspension of Money Back Guarantee and Income Assurance:
a. The benefits of Money Back Guarantee and Income Assurance shall be suspended immediately if within a period of 30 days prior to the suspension, the market capitalisation of Cryptocurrencies has dropped by at least 30% from its highest market capitalisation (i.e. market correction) during that period.
b. The suspension of Money Back Guarantee and Income Assurance shall remain for as long as the Provider deems fit in its sole discretions. .
b.c. During the suspension period the client must still pay their subscription services, as even though the Money Back Guarantee and Income Assurance are suspended, the educational services are still being provided along with daily trade alerts and indicators being provided
7. The times and days of services provided are indications only and may be changed and/or cancelled or suspended by the Provider at its sole discretions at any time. The Client shall not be entitled to any compensation for any Losses or to make any Claims in relation to any changes to the times and days for the services and/or suspension of services.
8. Unless the Client enrols into further 12 months Pro Plus++ Program, at the end of the Initial Period or any subsequent extension period, the Pro Plus++ Program shall be automatically extended month to month basis at the costs of $259.00 inclusive of GST per month payable in advance by a credit card or $59.95 inclusive of GST per week payable in advance by direct debit or repeat direct credit card payment until this agreement is terminated under Clause 12 of this agreement.
9. Participation in Affiliate Scheme:
a. Upon payment of the Pro Plus++ Program fees, the Client shall be entitled to receive one (1) month free subscription services for Trade Alerts and Indicators only for everyone (1) person who he or she refers to the Provider and joins the Pro Plus++ Program.
b. The Client can make as many referrals as he or she wishes under Clause 9(a) above, however, he or she will only receive up to 12 months of free subscriptions to the Trade Alerts and Indicators per financial year.
c. Should the client make more than 12 referrals to the Pro Plus++ Program , all subsequent referrals shall be paid in cash top the Client at the end of the month being $259 (including gst) for each referral that enrols in the Pro Plus++ Program
10. To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
Fees: Nil
Period of Service: One (1) hour Zoom consultancy session
Services to be provided – (Scope of Work)
A discovery consultation as to the feasibility of the prospective client’s business accepting part or full payment in crypto currency.
The discovery process shall determine
Will this work for the prospective client?
What are the benefits for the prospective client?
How profitable will this be for the prospective client?
Additional Terms and Conditions:
At the end of the consultancy, it shall be determined by the client if they would like to proceed to the next step being a two (2) Session Zoom consultancy and a booking shall be made for the Journey Program.
The client shall be sent a copy of the terms and conditions of the Journey Program with the email confirmation of the Journey Program sessions as agreed to by the client and the service provider
To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
Fees: $298.00 inclusive of GST
Period of Service: Two (1) hour Zoom consultancy session
Services to be provided – (Scope of Work)
Session 1
Establishment of all of the required accounts and / or wallets and / or exchanges for the client to receive and pay transactions in crypto currency.
Advise as to KYC procedures and protocols that may be required
The process to convert crypto currency into fiat currency and so the client can receive their funds in fiat currency into their normal nominated bank account
Creation of security measures for the storage and transactions of crypto currency, 2FA encryption, password security and remote access via mobile phone apps as well as desk op access (where applicable).
Where possible conduct transactional tests or prepare for transactional tests at the next session.
Conduct a SWOT analysis
Session 2
Outline strategies that are possible for new products and services
Determine with client possible implementation with existing customers and service / product suppliers of the client for them to transact and adopt crypto currency for business transactions with the client.
Confirm with client of the client wants to do this themselves or engage the se4rvice provider to do all future work and book into the Business Boost Program
Additional Terms and Conditions:
It is agreed between the client and the service provider, that the client is receiving a discounted price for the Journey Program of $298 for the two sessions and that payment shall be made withing 5 working days of completion of session 1 scope of works of $298.
The service provider shall provide an invoice after the completion of session 1 for $298 and email to the client for payment.
Should the payment not be made within 5 working days of completion of Session 1, then the client agrees to pay the normal billing rate of $198 per session, being a total of $396 including gst for the two sessions on or before the end of the calendar month of the date of the issuing of the invoice
To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
Fees: $998.00 inclusive of GST
Period of Service: Six (6) hours Zoom consultancy sessions
Services to be provided – (Scope of Work)
The scope of work can be conducted in blocks of time nominated by the client.
For example – 6 x 1 hour sessions, 3 x 2 hour sessions, or 1 x 6 hour session (a business day with extra 2 sessions at no charge to complete the business day)
Session 1 Topic – Integration
Session 2 Topic – Implementation
Session 3 Topic – Traction
Session 4 Topic – Momentum
Session 5 Topic – Acceleration
Session 6 Topic – Mass Adoption
Additional Terms and Conditions:
Payment – Option 1
$998 upfront before Session 1
Payment – Option 2
$1,093 – $499 upfront before commencement and $594 after Session 3
Payment Plan – should the client wish to have a payment plan then the payment plan is as follows $396 deposit prior to commencement of Session 1, $396 5 working days after Session 3 and the remaining balance of $396 , 5 working days after Session 6
Interest Free Finance – Interest free finance is available (no credit check or financials required) for the $998 Business Boost++ Program
Should the client wishes to do the Business Boost++ Program in one day then the $998 payment including gst is paid prior to commencement of Session 1 and the client can receive an additional 2 hours (value $396 including gst ) at no additional cost.
Should the client wish to include staff in the program, there shall be no additional cost for additional staff attendance.
Referral Program – after the Business Boost++ Program is fully paid, the client is eligible for the service providers referral program, whereby for every person / business referred who completes and fully pays for the Business Boost++ Program shall receive one month’s service agreement fee being $259 including gst per referral, which is paid at the end of every month.
There is no limit to the number of referrals the client may refer.
Monthly Service Agreement – this for a term of 12 months and is to implement the Business Boost++ Program business plan created from the six sessions in the scope of works. The client shall pay a monthly direct debit of $259 per month (monthly in advance by direct debit) from the date of the completion of the six sessions in the scope of works.
Performance Assurance – the service provider shall deliver twelve (12) existing or new customers and or suppliers to agree to pay in full or part payment to the client for the client’s goods and services provided / required in crypto currency over the twelve (12) month term.
If the twelve (12) month term expires and there is less than 12 transactional third parties with the client using crypto currency, then the service provider shall at the service providers cost continue to provide services to procure twelve (12) suppliers or customers for the client.
To remove doubt, the Client remains subject to and must comply with all other terms and conditions of this agreement, in addition to these additional terms and conditions.
