Terms & Conditions
MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”) contains the terms under which MX Corporation Pty Ltd ATF the MX Trust T/a The Startup Foundations Builder ("TSFB") agrees to grant Client access to and use of TSFB's platforms, products and services. By indicating Client's acceptance of this Agreement, by executing a Statement of Work that references this Agreement, or by using TSFB's services, Client agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, such as the company you work for, then you represent to TSFB that you have the legal authority to bind the Client to this Agreement. If you do not have that authority or if Client does not agree with the terms of this Agreement, then you may not indicate acceptance of this Agreement, and neither you nor Client may use or access any of TSFB’s service offerings or other services. The “Effective Date” of this Agreement is the date on which you first indicate your assent to the terms of this Agreement.
In this Agreement, the party who is contracting to receive services shall be referred to as the "Client", and the party who will be providing the services shall be referred to as "TSFB".
1. PURPOSE OF THIS AGREEMENT
a. The Client wishes to engage an independent contractor to provide services outlined in a Statement of Work.
b. TSFB possesses the necessary expertise to provide services.
c. The Client wishes to appoint TSFB, and TSFB is willing to accept such appointment, as an independent contractor for the Client on the terms and conditions set out in this Agreement.
2. STATEMENT OF WORK
These terms will apply to all the Client’s dealings with TSFB, including being incorporated in all agreements, quotations, orders or online offered services under which TSFB is to provide services to the Client (each a Statement of Work ) together with any additional terms included in such Statement of Work (provided such additional terms are recorded in writing).
In the event of any inconsistency between these terms and conditions and any Statement of Work the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in a Statement of Work) will prevail over the other terms of this agreement to the extent of any inconsistency.
In consideration for the payment of the Fees and the Equity (if applicable), TSFB will provide the Client with the services set out in a Statement of Work (Services). Unless otherwise agreed, TSFB may, at its discretion:
a. not commence work on any Services until the Client has paid any fees or deposit payable in respect of such Services; and
b. withhold delivery of Services until the Client has paid the invoice in respect of such Services.
4. THIRD PARTY TERMS AND CONDITIONS
If the Services involve TSFB acquiring or utilising goods and services supplied by a third party on the Client’s behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing the Deliverables, and TSFB will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
The Client must pay to TSFB fees in the amounts and at the times set out in the Statement of Work or as otherwise agreed in writing.
5.2. GST AND INVOICING
a. For the purposes of this clause, GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
b. Unless otherwise indicated, fees stated in a Statement of Work do not include GST. In relation to any GST payable for a taxable supply by TSFB, the Client must pay the GST subject to TSFB providing a tax invoice.
5.3. PAYMENT DUE
The Client must pay the fees and any GST amount within 14 days of receipt of a valid tax invoice from TSFB, unless otherwise agreed in the Statement of Work or as specified on an individual tax invoice.
a. TSFB shall be entitled to reimbursement from the Client for all “out-of-pocket” travel and accommodation expenses reasonably incurred by TSFB in connection with a Statement of Work and where TSFB provides the Client with a best effort estimate for such expenses and obtains written approval from the Client before expenses are incurred, unless specifically otherwise provided for in the Statement of Work.
b. Any third-party costs incurred by TSFB in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Statement of Work. TSFB will obtain written approval from the Client before expenses are incurred where it's estimated an expense or expenses will be greater than AUD$250 in one billing cycle.
5.5. CHANGES OR VARIATIONS
The Client must pay additional charges for changes or variations to Services requested by the Client which are outside the scope set out in the relevant Statement of Work (Changes).
Unless otherwise agreed:
a. Changes will be charged on a time and materials basis, at TSFB’s standard hourly rates set out in the rate card attached to the relevant Statement of Work (Rate Card); and
b. TSFB may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
6.1. TERMINATION BY NOTICE
Either party may terminate this agreement or any Statement of Work in whole or in part by giving written notice to the other party at least 7 days in advance.
6.2. TERMINATION FOR BREACH
a. If either party has committed a material breach of this agreement or a Statement of Work, the other party may give notice requiring that party to rectify the breach. If the notified party fails to rectify the breach to the satisfaction of the notifying party within 21 days, the notifying party may terminate this agreement by notice in writing.
b. Either party may terminate this agreement at any time by notice in writing to the other party if that party:
(i) is guilty of any serious misconduct or serious neglect of duty in connection with the provision or the Services; or
(ii) engages in any act or omission that in the reasonable opinion of the notifying party has or will likely have the effect causing material damage to the notifying party.
6.3. TERMINATION FOR INSOLVENCY
Either party may terminate this agreement immediately by written notice if the other party enters in to any form of insolvency or bankruptcy administration.
6.4 OBLIGATIONS UPON TERMINATION
If at the end of this agreement TSFB is owed any Fees, expenses or reimbursements, TSFB may give the Client a tax invoice. The Client must pay TSFB the amount invoiced within 14 days of receiving the tax invoice.
7. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed to constitute a relationship of principal and agent (except as expressly provided in this Agreement), a partnership, joint-venture, co-ownership or any employment relationship between the parties. Neither party shall have the authority to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
8. CONFIDENTIALITY & PRIVACY
8.1. CONFIDENTIAL INFORMATION
Except as contemplated by this agreement or a Statement of Work, either party must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
Confidential Information includes, but is not limited to, any information that:
a. Is marked as confidential; or
b. relates to processes, equipment and techniques used by TSFB or the Client in the course of doing business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans,
but does not include information which:
a. is generally available in the public domain (other than as a result of a breach of these terms);
b. was known by a party prior to the other party disclosing the information;
v. is disclosed by either party to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement; or
d. is required by law to disclose.
TSFB and the Client will comply with all privacy obligations under any law or regulation.
8.3. SURVIVAL OF OBLIGATIONS
The obligations accepted by both parties under this clause survive termination or expiry of this agreement.
9. INTELLECTUAL PROPERTY
Unless otherwise expressly agreed in a Statement of Work, the Client will not under these terms or any Statement of Work acquire Intellectual Property Rights in any TSFB IP. Any Developed IP will be solely and exclusively owned by TSFB.
TSFB grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use TSFB IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or Deliverables.
For the purpose of this clause:
“Developed IP” means any materials produced by TSFB in the course of providing Services including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
“TSFB IP” means all materials owned or licensed by TSFB that is not Developed IP and any Intellectual Property Rights attaching to those materials.
10. USE OF NAME AND LOGO
The Client grants TSFB permission to use its name and logo solely in connection with TSFB’s marketing materials including portfolios, websites, and other media or exhibits for the purposes of professional advancement until the termination of this Agreement.
11. LIMITATION OF LIABILITY
TSFB's liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with this agreement or a Statement of Work:
a. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill; and
b. is totally excluded to the extent that the Client or other person(s) caused or contributed to the liability; and
c. is limited, insofar as concerns other liability, to the total money paid to TSFB under this agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).
12.1 The Client indemnifies TSFB from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) brought against TSFB that arise out of:
a. allegations that the Client (a) infringed intellectual property rights or (b) breached its agreement (expressed or implied) with any customer, supplier or partner in connection with its goods or services; or
b. any breach of this agreement by the Client.
12.2 TSFB indemnifies the Client from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) brought against the Client that arise out of:
a. allegations that TSFB (a) infringed intellectual property rights or (b) breached its agreement (expressed or implied) with any customer, supplier or partner in connection with its goods or services.
13. FAIR USE POLICY FOR UNLIMITED ASYNC ADVISORY SERVICES
13.1 Scope of Services
Our "Unlimited" async advisory packages primarily includes asynchronous video, voice, and text advisory services through The Startup Foundations Builder platform, specifically designed for startup leaders and managers. These services are offered to provide guidance and support in various aspects of startup business development and leadership.
13.2 Communication Method and Limits
Method: Communications will be conducted asynchronously through video, voice, and text.
Duration Limit: Each message or communication sent by the client should not exceed a maximum duration of 5 minutes.
13.3 Exclusions from Unlimited Package
The following services are not included in the unlimited package:
In-depth research services.
Task execution or 'done for you' services.
Access to masterclasses or specialized training modules.
Other services we might provide from time to time.
13.4 Response Time
There are no guaranteed response times for queries or communications. Responses will be provided based on best commercially reasonable efforts. The asynchronous nature of the service allows flexibility, but clients should not expect immediate replies.
13.5 Subscription Cancellation
Clients may cancel their subscription to the service at any time. The cancellation will take effect at the end of the current billing cycle, and no further charges will be incurred thereafter.
13.6 Fair Usage
To ensure quality service and availability for all our clients, we implement a fair use policy. This policy is in place to prevent abuse or overuse of our services, which could impact service quality for other clients.
Clients are encouraged to use the service considerately and responsibly. Excessive use beyond what is deemed reasonable for a typical startup leader's advisory needs and in line with the investment being made by way of subscription fees may prompt a review of the client's usage.
13.7 Review and Modification of Usage
If a client's usage is deemed excessive or unreasonable, we reserve the right to communicate with the client to discuss usage patterns and potential adjustments.
In extreme cases, we may need to limit or suspend services to ensure fair access for all clients. Such decisions will be communicated clearly and with reasonable notice.
13.8 Amendments to the Fair Use Policy
We reserve the right to amend this Fair Use Policy at any time to ensure the sustainability and effectiveness of our service offerings. All clients will be notified of significant changes to the policy.
Any notice, demand, consent, approval or communication under this deed (Notice) must be:
a. in writing, in English and signed by a person duly authorised by the sender; and
b. delivered by hand, registered mail or email to the recipient as specified in this agreement or a Statement of Work.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
The Client and TSFB consider the covenants, obligations and restrictions contained within this agreement to be reasonable in all the circumstances of the agreement. Unenforceability of a provision of this agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the agreement.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
This agreement may not be changed or modified in any way except in writing signed by or on behalf of all the parties.
15.5. ENTIRE AGREEMENT
This agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this agreement.
15.6. GOVERNING LAW
This agreement is governed by, and is to be construed and take effect in accordance with, the laws of Western Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.