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1:1 Coaching with Annie Knight

Services Agreement – CREATRESS OF FREEDOM LLP

Definitions

ANASTASIA LOUISA MAY KNIGHT TRADING AS CREATRESS OF FREEDOM LLP

 

Creatress Of Freedom Material means any Material created by or on behalf of Creatress Of Freedom, including Material made under this Agreement and for the Services.

Agreement means this agreement and its schedule.

Authority means any government authority, administrative or judicial body, public authority, agency, statutory corporation, utility company (public or private) or other entity in connection with the Services.

Business Day means a day on which banks are open for business in Queensland, excluding a Saturday, Sunday or public holiday.

Claim means any action, demand, claim or proceeding (including from third parties). 

Client Material means all Material provided by or on behalf of the Client to Creatress Of Freedom for the purposes of providing the Services or in relation to this Agreement.

Client means the party set out in Item 1 of the Schedule.

Confidential Information means:

  1. Client Material;
  2. Creatress Of Freedom Material;
  3. any Material of the Parties;
  4. the Services; and
  5. this Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Force Majeure means an event outside the reasonable control of a Party, including fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction or labour dispute or any other natural disaster.  

GST has the meaning given by section 195-1 of the GST Law.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means:

  1. copyright (including future copyright), trade mark, design, patent rights, rights in respect of trade secrets and other confidential information, whether registered or not;
  2. trade, brand, business, company and domain names;
  3. know how, inventions and processes;
  4. Confidential Information;
  5. any other proprietary license or personal rights, arising from any intellectual activity in the business, industrial, scientific or artistic fields.

Loss means any cost, expense, loss, fine, penalty, damage or liability.

Material means material in whatever form, including documents, content (including seminars), videos, audio, written messages, designs, specifications, reports, products, equipment, information, data, graphic layouts, images, software, sales materials, customers’ materials, pricing methods, processes, methodologies, trade secrets, know-how, content, financial, accounting, marketing and technical information, client lists (including former and prospective clients), discussion groups, workshops, lists and identities of attendees and participants (and their businesses) of Creatress Of Freedom’s events, social media groups or pages, information disclosed by Creatress Of Freedom or any other person at an Creatress Of Freedom event or in an Creatress Of Freedom social media group or page. 

Party or Parties means Creatress Of Freedom and/or the Client.

Personnel mean the employees, partners, contractors, agents, directors and officers of Creatress Of Freedom, and of its subcontractors and related bodies corporate. 

Privacy Act means the Privacy Act 1988 (Cth).

Service Fee means the fees owed by the Client to Creatress Of Freedom and otherwise agreed by the parties.

Services means the services to be provided by Creatress Of Freedom for the Client, as well as anything agreed in writing between the parties. 

 

 

Term

This Agreement starts on the Commencement Date. 

 

Termination

At any time during the Term, Creatress Of Freedom may terminate this agreement immediately with written notice if:

  1. the Client breaches this Agreement;
  2. the Client is insolvent within the meaning of section 95A of the Corporations Act, or is put into administration or liquidation (as defined in section 9 of the Corporations Act); 
  3. the Client does not provide information requested by Creatress Of Freedom within 5 days; or
  4. the Client does not pay the Service Fee the day it is due.
  5. If this Agreement is terminated, the Client must pay all Service Fees for the Term and any other money owed.
  6. Once the Agreement is terminated, the Client will lose access to the Services and Creatress Of Freedom Material.

 

Services

The Client agrees that:

  1. in consideration of payment of the Service Fee, Creatress Of Freedom agrees to provide the Services to the Client on a non-exclusive basis. 
  2. Creatress Of Freedom does not guarantee or warrant any success, income, revenue or other personal or professional goals of the Client.
  3. where Creatress Of Freedom uses a third party, the Client is subject to the third party’s terms and conditions.
  4. they may have to give Creatress Of Freedom access to Client Material to carry out the Services.
  5. any advice provided by Creatress Of Freedom is general in nature and should not be relied upon when making financial, business or personal decisions. 
  6. Creatress Of Freedom may delegate part or all of the Services to its Personnel.

 

Creatress Of Freedom Obligations  

In providing the Services to the Client, Creatress Of Freedom will: 

  1. use acceptable care and skill;
  2. comply with all reasonable directions of the Client;
  3. comply with all applicable UK standards, industry standards and industrial awards;  
  4. be responsible for expenses relating to its Personnel; and
  5. hold all necessary permits and authorizations required by an Authority to perform the Services.

 

Events

The Client acknowledges and understands the following about events run by Creatress Of Freedom:  

  1. to make the most of the event we encourage Clients to participate fully in workshops, sessions and discussions;
  2. the outcomes the Client will achieve are dependent upon their level of participation; 
  3. to support the Client’s and other students’ learning, Clients must:
    1. allow others to speak;
    2. not interrupt others;
    3. remain opening minded; and
    4. show respect not whispering, joking or laughing.

If you breach this clause, Creatress Of Freedom can ask the Client to leave the event, social media group or page. 

 

Client Obligations

The Client agrees:  

  1. to act professionally, respectfully and in good faith at all times; 
  2. at the time of signing the Agreement, they have sufficient financial resources to pay the Service Fees without financial burden;
  3. any information they give to Creatress Of Freedom (including Client Material) is accurate;
  4. not to engage in any bullying, harassment, illegal, discriminatory or defamatory behaviour; and not disclose the contents of any discussions with Creatress Of Freedom other clients (say in group calls or messages) without their written approval, while participating in the Services.

 

Payment

Service Fees  

  1. The Client agrees to pay:
  2. The amount outlined in the checkout page upon signing this Agreement; and
  3. The Client agrees to enter into a direct debit authority with Creatress Of Freedom’s chosen provider to pay the Service Fees. The Client is responsible for any merchant fees applied by the direct debit authority.
  4. The Client must pay Service Fees in USD.
  5. If a Client does not pay the Service Fees on the due date, Creatress Of Freedom may may:
    1. stop the Services;
    2. charge the Client a 5% interest that accrues daily until paid; or
    3. engage a debt collecting agency at the Client’s cost.
    4. The Client will not be entitled to a refund of Service Fees under any circumstances, except where the Australian Consumer Law applies.

 

Intellectual Property

Ownership of IP

  1. Creatress Of Freedom owns or has the right to use the Intellectual Property Rights in all Creatress Of Freedom Material.
  2. The Client owns the Intellectual Property Rights in the Client Material.

 

Using IP

  1. The Client can use the Creatress Of Freedom Material with a non-transferable, non-exclusive license within your business, as agreed by Creatress Of Freedom.  
  2. The Client cannot provide the Creatress Of Freedom Material to any third party without prior written approval. 
  3. The Client cannot reproduce, publish, broadcast, disclose or otherwise distribute the Confidential Information or Creatress Of Freedom Material.
  4. Creatress Of Freedom can use the Client Material with a non-exclusive license for the purposes of delivering the Services. 
  5. The Parties agree that, in the course of the provision of the Services, neither Party will do any act or thing which may infringe any Intellectual Property Right of the other Party or any third party without having obtained that party’s express written consent.

 

Material and Privacy

Confidentiality

  1. The Parties agree to keep the Confidential Information confidential from any third party. 
  2. this will not apply where the Confidential Information:
  3. is public knowledge;
  4. is being disclosed to a Party’s lawyer or accountant; or is being disclosed by law.
  5. Please view our Privacy Policy, here. 

 

Limitation of Liability and Indemnity

  1. Creatress Of Freedom makes no guarantees that the Services will lead to any improvement in the Client’s business or personal life.
  2. The Client is responsible for complying with any legislation including privacy legislation.
  3. The Client agrees to fully release Creatress Of Freedom (and its Personnel) for any Loss, Claims, damage or costs relating to the Services. 
  4. Creatress Of Freedom’s liability under this Agreement will be limited to the Service Fees paid by the Client during the first 8 weeks of the Term.

 

Indemnity

The Client indemnifies Creatress Of Freedom (and its Personnel) in respect of any Loss, damage, Claims and expenses relating to:

  1. the Services (unless caused by Creatress Of Freedom’s gross negligence); and the Client breaching this Agreement.

 

General

This release and indemnity is a continuing obligation and will apply after this Agreement is terminated.

 

Required insurance

Creatress Of Freedom agrees to have insurance required by law. 

 

Disputes

Parties to try to resolve

  1. If a dispute arises, a Party can send the other a dispute notice setting out the issues and the desired outcome (“Dispute Notice”). 
  2. Within 14 days of receiving the Dispute Notice, the parties must meet (in person, by phone or online) to try and resolve the dispute.
  3. If the parties can’t resolve the dispute at the meeting, the parties agree to refer the dispute to mediation. 
  4. Each party must pay their own costs for mediation. 

 

Contract performance

Each Party must continue to perform this Agreement even if in a dispute.

No Set Off: The Client cannot set off against the Service Fee any amount which is owed by Creatress Of Freedom.

 

Notices

Requirements 

If either Party gives a notice to the other Party under this Agreement, it must be:

  1. in writing;
  2. and sent to the Party’s email or postal address.

 

When notice is taken as received

A notice will be received:

  1. if hand-delivered, on delivery;
  2. if sent by pre-paid post, 10 days after the date of posting; and if sent by email, at the time sent (unless the sender receives a notice that there was an error).

 

General Assignment

The Client cannot transfer this Agreement to any other person without the prior written consent of Creatress Of Freedom.

 

Entire agreement

This Agreement is the entire agreement between the Parties.

 

Governing law

 

The law and jurisdiction of London UK governs this Agreement.

 

Amendments to Agreement

No amendment of this Agreement will be of any force or effect unless in writing signed by an authorized representative of each Party.

 

Waiver

 

No parties will waive a clause of this Agreement unless they have given signed written consent.

 

Severability

If a clause of this Agreement is held invalid, unenforceable or illegal for any reason, then it will be severed from this Agreement and this Agreement shall otherwise remain in full force.

 

Survival

 

Any obligations in this Agreement which by their nature are continuing will survive termination of this Agreement.

 

Force majeure

  1. If an event of Force Majeure occurs, the obligations of a Party under this Agreement will be suspended to the extent that they cannot perform them; and
  2. If a Force Majeure Event happens for more than 60 days, either Party may immediately terminate this Agreement by written notice to the other Party.
     

Further Assurances

Each party must do all things and sign all further documents necessary to give full effect to this Agreement.

 

Counterparts

This Agreement may be signed electronically and in counterparts.

 

Relationship of parties

The Parties are independent contractors.