(hereinafter referred to as the “Client”) (collectively referred to as the “Parties”).

PURPOSE OF THE AGREEMENT

The Purpose of this Agreement is to enter a mentorship relationship between the Mentor and the Client, where the Mentor will guide the Client and assist in cultivating his/her personal, professional and/or business goals.

TERMS

Schedule: Mentor shall deliver Services in a reasonable amount of time. Clients must respond to any Mentor communication within a reasonable amount of time. If Clients fail to respond to Mentor within 7 DAYS feedback or any other Mentor request(s), it is within the Mentor’s discretion to delay or cancel a Client’s Services.

Cancellation: No cancellations are available for the duration of the minimum term (6 months)  upon completion of the minimum term, you will continue on a monthly basis. Once you are outside of your contracted term you can cancel at any time however 14 days notice is required and the cancellation request is to be sent via email to [email protected].

Unmet payments: It is your responsibility to ensure cleared funds are available in your nominated bank account/credit card to meet the direct debit payment. If a debit is unpaid by your financial institution, Stripe will attempt to debit 4 additional times within the following week.

PROTECTIONS & RELATIONSHIP

Copyright Ownership: In the event that any copyrighted work(s) are created or shared as a result of the Services provided by Parties in accordance with this Agreement, the contributing Party owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law, whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Party who creates the materials and may be used in the reasonable course of each Party's business going forward. For example, if Mentor shares a spreadsheet that Client utilises, Client may not share, distribute, sell, or otherwise enjoy the privileges of said spreadsheet and copyrighted material contained within the spreadsheet.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.

Permitted Uses of Material(s): Mentor grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Mentor with attribution reasonably visible on primary or related course materials or marketing collateral. In no event is the Client allowed to share Mentor’s materials with any third party without Mentor’s express prior written permission.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information to the contributing Party. This Agreement imposes no obligation upon the Parties with respect to any confidential information that was possessed before initial business interactions commenced between the Parties, or is rightfully received from a third party not owing a duty of confidentiality to either party.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Parties in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorisation of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or Confidential Information.

Relationship of the Parties: This Agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Mentor shall be fully responsible for and in respect of the Mentor’s income tax and National Insurance and social security contributions or that of its employees or consultants and any other liability payroll or payroll tax assessment or claim arising from or made in connection with the performance by the Mentor of its obligations hereunder. In addition to the foregoing, this Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided herein. For the avoidance of doubt, Mentor has the right to hire assistants, subcontractors or employees to provide Client with its Services; and Mentor has the sole right to control and direct the means, manner and method by which the Services in this Agreement are performed.

LIMIT OF LIABILITY

Maximum Damages: Client agrees that the maximum amount of damages s/he is entitled to in any claim of or relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Mentor.

Indemnification: Client agrees to indemnify and hold harmless Mentor, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. In the case of in-person meetings or Mentoring, Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Mentor to pay for any such damages.

Client Responsibilities: Client agrees that the accuracy of information supplied to Contractor is the sole responsibility of Client, and that Contractor is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information provided by Client. Client assumes full responsibility for final deliverable(s) provided, final proofing and accuracy.

Assumption of Risk: Client and related parties/participants expressly assume any risk of Services and related activities as described in this Agreement.

Disclaimer: Client agrees and understands Mentor is not providing the professional services of an attorney, accountant, dietitian, nutritionist, financial planner, therapist, or any other kind of licensed or certified professional. Should Client desire professional services that exceed the scope of this Mentoring Agreement, Client must sign a letter of engagement of said professional services. No legal, financial, accounting, medical, or other kind of professional advice will be given without entering into such a relationship via the letter of engagement referenced immediately above.

Guarantees: Mentor cannot make any guarantees as to the results of the Mentoring provided. Mentor agrees to provide the Services listed in this Agreement in a reasonable and timely manner. Client agrees to take responsibility for Client’s own results.

Release: Client has spent a satisfactory amount of time reviewing Mentor’s work or past client reviews, and has a reasonable expectation that Mentor’s Services will produce a reasonably similar outcome and result for Client. Mentor will use reasonable efforts to ensure Client’s Services are carried out in a style and manner consistent with Mentor’s current portfolio and services, and Mentor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

- Every client and final delivery is different, with different tastes, budgets, and needs.

- Mentoring is a subjective service and Mentor is a provider with a unique vision, with an ever-evolving style and technique;

- Mentor will use its personal judgment to create favourable results for Client, which may not include strict adherence to Client’s suggestions;

- Dissatisfaction with Mentor’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

PAUSE REQUESTS

Pause Availability: Clients may request to pause their participation in the mentorship program for a maximum period of 4 weeks per contract term. Only one (1) pause may be taken per contract term unless otherwise agreed in writing by the Mentor.

Notice Period: Clients must submit a written pause request to [email protected] at least 14 days prior to the intended pause start date. Pause requests submitted with less than 14 days' notice may be declined at the Mentor's discretion. The written request must include the intended start date, the proposed duration, and the reason for the pause.

Payments During Pause: All scheduled payments will be suspended for the duration of the approved pause period. No direct debits will be processed, and no invoices issued, while the pause is in effect. Scheduled payments will recommence automatically on the agreed return date.

Contract Extension: The contract end date will be extended by the exact length of the approved pause period. All program inclusions, sessions, and access will resume on the agreed return date, and the contract term will conclude accordingly.

Resuming the Program: The program will automatically resume on the agreed return date. Clients are responsible for re-booking any 1:1 calls or sessions that fell within the pause period, in accordance with the Cancellations or Rescheduling terms of this Agreement.

Cohort and Live Content: Where any part of the program is delivered live, as part of a group, or on a cohort-based schedule, Clients acknowledge that live content, group calls, or cohort sessions delivered during a pause period will not be re-run on a 1:1 basis. Clients will be granted access to recordings (where available) upon their return, however the Mentor is under no obligation to reschedule, repeat, or individually replicate live or cohort-based content missed during a pause.

Approval: All pause requests are subject to Mentor approval. Approval will not be unreasonably withheld, however the Mentor reserves the right to decline requests that fall within critical program milestones, group intakes, or cohort-based content delivery windows.

Non-transferable: Pause entitlements are personal to the Client and may not be transferred, gifted, assigned, or carried over to any future contract term.

CANCELLATIONS OR RESCHEDULING

Client Desires to Cancel or Reschedule: If the client desires to cancel booked 1:1 calls with Mentor for any reason at any time, then Client shall provide at least 24 hours Notice to Mentor in order to cancel without penalty. Clients may reschedule Services with at least 24 hours Notice. Providing Notice will not relieve the Client of any currently outstanding payment obligations. Mentor will not be obligated to refund any portion of monies Client has previously paid to Mentor. Mentor has no obligation to attempt to re-book further Services to make up for Client’s cancellation or rescheduling of calls. If the calls are not booked in, cancelled or rescheduled without appropriate notice they will be forfeited.

Mentor Desires to Cancel or Reschedule: In the event Mentor cannot or will not perform his/her obligations in any or all parts of this Agreement, Mentor (or a responsible party) will immediately give Notice to Client, and at the Mentor’s discretion, attempt to find a reasonable substitute to fulfill the terms of this Agreement.

Force Majeure: Notwithstanding the above, either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the Services provided in this Agreement, including:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, or infestation); or

2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or

3. Any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

GENERAL PROVISIONS

Governing Law: The laws of NEW SOUTH WALES govern all matters arising under or relating to this Agreement and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via email of the following methods of delivery at the date and time which the Notice is sent.

Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendments: The Parties may amend this Agreement only by the Parties’ written agreement with proper Notice.

Assignment: Neither Party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided in this Agreement.

Titles: The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorised entity, such as the Australian Centre for International Commercial Arbitration, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.

SIGNATURE AND DATE

The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated by their signatures below: