By completing payment you are agreeing to the following terms and conditions. You will also be sent an agreement to you directly for your records.
For services provided by My Million Dollar Funnels Pty Ltd ACN 628 424 000 trading as “Sold Out Seminars”
(ABN 83 628 424 000)
To : You the reader & purchaser
1. Definitions and interpretation
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 7.
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Melbourne, Victoria 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.
Charges means Fees and Expenses.
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 as named in the Quote.
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:
of any of them; and
(d) 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.
Corporations Act means the Corporations Act 2001 (Cth).
Deadline Date means, in respect of a Quote, the dates (if any) specified in the Quote as the dates on or before which the Provider must complete each Phase of the Engagement in accordance with clause 3.4.
Default Rate means a rate of interest of 10.00% per annum.
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.
Engagement has the meaning given in clause 3.1, being each individual engagement for the Provider to provide specific Services to the Client pursuant to a Quote.
Event of Default means any of the following on the part of the Client:
Expenses mean the expenses of the Provider for which the Provider is entitled to be reimbursed by the Client pursuant to clause 4.6.
Fees has the meaning given in clause 4.1.
Fixed Price means, in respect of a particular Engagement, if, as specified in the relevant Quote:
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.
Hourly Rate means the hourly rate set out in the relevant Quote, if applicable.
Insolvency Event means, in respect of a party:
(d) the party is otherwise unable to pay its debts as and when they fall due.
In-Scope Work means work that has been expressly and specifically designated as being within the scope of the Services.
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:
Out-of-Scope Rate has the meaning given in clause 4.2.
Out-of-Scope Work means any work that is not In-Scope Work, including the work specifically described as being out of scope in the Quote (if any).
Personal Information has the meaning given in the Privacy Act. Phase means any particular phase of the Services as specified in the
Quote, if applicable.
Privacy Act means the Privacy Act 1998 (Cth).
Quote means, in respect of a particular Engagement, the document headed “Proposal” or similar setting out the scope of the Services for that Engagement as provided by the Provider to the Client and accepted by the parties in accordance with this agreement.
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 in respect of each Engagement, as set out in the relevant Quote.
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:
1.2 The following rules of interpretation apply in this agreement unless the context requires otherwise:
2. Engagement as Provider
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:
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.
3. Provision of the Services
3.1 In respect of each individual engagement for the Provider to provide Services to the Client under this agreement (each an Engagement), the parties must first agree on a Quote. The Provider’s obligation to provide the Services that are the subject of each Engagement does not arise unless and until the Client has notified the Provider of the Client’s acceptance of the relevant Quote.
Standards and duties
3.4 If the Services for an Engagement are divided into Phases, the Provider must ensure that the Services for each Phase of the Engagement are fully completed to the reasonable satisfaction of the Client on or before the relevant Deadline Date and the Provider acknowledges and agrees that time is of the essence in respect of this clause 3.4.
4. Pricing and invoicing
4.1 Subject to clause 3.1, in respect of each Engagement, the parties have agreed that the total price for the relevant Services (exclusive of GST and Expenses, and including a Deposit where relevant) (the Fees) will be, if as designated in the relevant Quote:
4.2 Notwithstanding clause 4.1, the Client will pay the Provider an hourly rate of USD $1,000 or as otherwise designated in the Quote (the Out-of-Scope Rate) for any Out-of-Scope Work.
Hourly Rates and Out-of-Scope Rates
Reimbursement of Expenses
4.6 The Client will pay all reasonable expenses properly and necessarily incurred by the Provider in the course of providing the Services, provided that:
(a) the Provider:
(iii) complies with any applicable expenses policy of the Client in force from time to time, provided that a copy of the policy has been provided to the Provider by the Client prior to the relevant expense being incurred; and
(b) the Client will not be required to reimburse the Provider for any amount of GST that the Provider has paid, or is liable to pay, in relation to any supply acquired by the Provider from any third party if the Provider has received, or is entitled to receive, an Input Tax Credit for that GST.
Timing of payments
5.1 The Client must pay to the Provider all Charges properly invoiced pursuant to clause 4 in full on or before the date that is 14 Business Days after the Client’s receipt of the relevant invoice.
Method of payment
5.2 All amounts to be paid by a party to another party under or in connection with this agreement must be paid in cash or by way of bank cheque or electronic funds transfer into the account nominated by the other party.
No set-off or deduction
of the deduction or withholding is payable, make a payment to the other party of such additional amount as is required to ensure that the net amount received by the other party will equal the full amount that would have been received by it had no such deduction or withholding been required to be made.
Definitions regarding GST 6.1 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;
Consideration is exclusive of GST
6.2 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
6.3 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
6.4 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.
6.5 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.
6.6 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.
7.1 Subject to clauses 7.3 and 7.4, a Disclosee must:
(e) ensure that any and all Authorised Third Party Disclosees:
7.2 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.
(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;
7.5 The exceptions in clause 7.4 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.
8.1 Subject to clause 8.2, on and from the date of this agreement, each party 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 critical of, or derogatory or negative towards, any other party or any Representative of any other party; 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.
8.2 Clause 8.1 shall not prohibit any party from making any statement or disclosure as required by law or court order, provided that such party must:
9. Liability and remedies
9.1 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.
9.2 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
9.3 To the maximum extent permitted by law, the Provider and its Representatives expressly:
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 9.3 for itself and as agent and trustee for and on behalf of each of its Representatives.
9.4 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 9.4 for itself and as agent and trustee for and on behalf of each of its Representatives.
Remedies for breach
9.5 Each party acknowledges and agrees that, in the event of any breach by the other party of the provisions of clause 7 (Confidentiality) or clause 8 (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.
Termination for breach
Termination with notice
10.3 The Provider may, without limitation to its rights under clause 10.1, terminate this agreement at any time by giving at least 7 Business Days’ notice to the Client. The Client may waive all or part of such notice period.
Effect of termination
10.4 In the event of any termination of this agreement in any circumstances and for any reason whatsoever:
(a) the Client will remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination; and
(b) the Provider will send to the Client a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination and clause 5 will apply in respect thereof.
During notice period
10.5 In the event that the Provider’s engagement under this agreement is terminated upon notice by either party the Client may, at its absolute discretion, require the Provider to refrain from providing the Services during the relevant notice period.
Partially completed deliverables
10.6 Upon the cessation of the Provider’s engagement under this agreement, subject to payment of all outstanding Charges by the Client in accordance with the terms of this agreement, the Provider will deliver to the Client any and all partially completed deliverables that are included within the scope of the Services.
Ipso facto legislation
10.7 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:
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.
10.8 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.
10.9 The obligations of the parties under clause 7 (Confidentiality), clause 8 (Non-disparagement) and this clause 10 will survive the termination of this agreement.
11. Dispute Resolution over Quality of Work
(e) If the dispute is not resolved within 15 days of appointment of the mediator, the mediation ceases.
12.1 A notice given to a party under this agreement must be: (a) in writing in English;
(b) sent to the address, fax number 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:
12.2 A notice (a)
(c) (d) (e)
is deemed to have been received:
if delivered personally, at the time of delivery;
if delivered by commercial courier, at the time of signature of the courier’s receipt;
if sent by pre-paid post, 48 hours from the date of posting;
if sent by airmail, five days after the date of posting;
if sent by fax, at the time shown in the transmission report generated by the machine from which the fax was sent; or
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,
13.1 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.
13.2 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.
13.3 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.
13.4 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.
13.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction:
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.
12.3 To prove service, it is sufficient to prove that:
13.6 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.
13.7 This agreement may not be varied except by written instrument executed by all of the parties.
A party 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 other party.
13.8 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.
13.9 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.
13.10 If a party delivers an executed counterpart of this agreement under clause 13.9:
Governing law and jurisdiction
Schedule 1 Standard and duties
The Provider must, in providing the Services:
o (Honesty and diligence) be honest and diligent and provide the Services to it to the best of its knowledge and abilities;
o (Standards) at all times maintain reasonable ethical, professional and technical standards;
o (Discrimination and harassment) not unlawfully discriminate against, sexually harass or otherwise physically or verbally abuse any person;
o (Privacy) in relation to any Personal Information of any customer, client, supplier or Representative of the Client, any user or prospective user or any other person, comply with:
The Client must comply with the following standards and duties/acknowledges:
o (Honesty and diligence) be honest and diligent and provide the Services to it to the best of its knowledge and abilities;
o (Standards) at all times maintain reasonable ethical, professional and technical standards;
o (Discrimination and harassment) not unlawfully discriminate against, sexually harass or otherwise physically or verbally abuse any person
o The Client acknowledges ad spend it a separate client budget to the service fee.
o The Client acknowledges the Provider makes no guarantees as to the proposed results which will flow from use of the Services as this is not within the complete control of the Provider, at the most the Provider warrants they’ll use best endeavours during the engagement.
o The Client acknowledges provided there is no breach by the Provider the Client is not entitled to a refund for the services for any reason whatsoever as the Provider’s services are an intangible marketing service.
o The Client permits the Provider to use results and testimonials from the campaigns in their marketing material, social media material and any other way they see fit for use by the Provider for furtherance of their business
|Option 1: 8 Week Inner Circle Program||8 Weeks Online Program [Lifetime Access] 8 Weeks of Group Mentoring with Ethan 1x calls one on one with Ethan Private inner circle Facebook group||Payment Terms|
|Option 2: Done for you Marketing||High converting seminar funnel built for you, can be used for both online and offline events Ethan and team to create your ads for 5 events Email automation and integration for five events Copyright included 3x one on one calls with lead strategist 8x weekly group calls with Ethan Phone (text) and email access to Ethan||Payment Terms|
|Option 3: The 6-7 Figure Speaker||Options 1 & 2 included Presentation review Ethan to record himself doing your CTA for you to train with Ads for 6 months (unlimited # of events in a 6 month period) 12x calls one on one with Ethan 6 months of group calls, phone and email support from Ethan||Payment Terms|
|Option 4: The All in Speaker||Option 3 included Presentation built for you 12 months of one on one coaching 12 months of event ads (unlimited events for 12 month period) 6 months of group calls, phone and email support from Ethan||Payment Terms|
Out-of-Scope Work: any further work not noted above will be charged per hourly rates or at a fixed rate where agreed.
WEBINAR SPECIAL: Speaker Bureau bonus is a website owned by My Million Dollar Funnels Pty Ltd. The client will get their own listing there and kept live for 5 years (made by contractor) it is set to launch in Nov 2020 but there are no guarantees of this and may not be launched.
Distribution bonus: Contractor agrees to send at least one email to the database of the contractor to advertise the client event. Contractor can reject clients for this bonus for any reason and this is at the sole discretion of the contractor
Monthly group calls & private Facebook Inner Circle Group: Contractor may revoke access at any time to both or either of these bonuses should the client appear to cause disruption to other members or the contractor. This is also at the discretion of the contractor. The call times and call session length are at the discretion of the contractor
You will get 6 one on one zoom calls with a coach, Ethan’s personal mobile and email support too.
The currency and pricing made to you on your webinar will be mentioned on your own personal contract.
Ethan & team to do the marketing includes:
|High converting seminar funnel built for you, can be used for both online and offline events Ethan and team to create your ads for 5 events Email automation and integration for five events Copyright included 3x one on one calls with lead strategist 8x weekly group calls with Ethan Phone (text) and email access to Ethan|
In consideration of the provider entering into the service agreement with the client the client agrees to pay the provider as follows:
Where the client does not achieve the targeted net profit per clause (2) the client is not required to pay the Additional Fee to the provider. The parties agree the Up-front Fee is not refundable.