Bookkeeping Business Membership – Terms & Conditions

1. Definitions and interpretation

1.1 Definitions

The following words have these meanings in this Agreement unless the contrary intention appears:

Agreement means this Service Agreement including any annexure.

Business Day means any day excluding Saturday, Sunday, a public holiday in Victoria and/or a Commonwealth public holiday.

Commencement Date means the day his document is signed and first payment is made.

Confidential Information means any information that is:

information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made of or from that information and data) that is not in public domain is considered confidential information; and
confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information.

Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought into existence by Savvy in the provision of the Services.

Materials means the materials created by Savvy for Client as part of the Services including templates, documents, letters and emails, engagement letters (including terms section), phone scripts, pricing catalogues or forms.

Savvy Membership means the program delivered by Savvy to Client as described in the inclusions section for this program.

Program means the Savvy Membership or any other program agreed to be delivered by Savvy to Client.

Proposal means the proposal that precedes this Agreement setting out the Fees, inclusions and other material aspects of the Program, capable of acceptance by Client by signing this Agreement.

Services mean the services provided by Savvy to Client in delivering the Program.

Third-party Integrations means any software, add-ons, integrations or other third-party requirements advised by Savvy to Client to enable the Services to be delivered by Savvy.

1.2 Interpretation

In this Agreement:

references to a person include an individual, form or a body, whether incorporated or unincorporated;
clause headings are for references only and shall not form part of this Agreement nor used in the interpretation of this Agreement;
if the time of doing an act or thing under this Agreement falls on a day which is not a Business Day, then the time of doing that act or thing shall be deemed to be the next Business Day;
words in the singular include the plural and vice versa in accordance with the context of which that word is used;
words importing a gender include other genders;
a reference to a clause is a reference to a clause in this Agreement;
a reference to any of the words ‘include', ‘includes' and ‘including' is to be read as if followed by the words “without limitation”;
a reference to a statute, ordinance, code or law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them;
a reference to any party include that party's executors, administrators, substitutes, successors and permitted assigns; and
each party has participated in the negotiating and drafting of this document and in the event of ambiguity or a question of interpretation arising, this Agreement is to be construed as if the Agreement was drafted jointly.

2. COMMENCING AND COMPLETING THE SERVICES

2.1 Commencing the Services

Savvy is only obligated to deliver the Services to Client after Client has accepted the Proposal and paid the initial Fee set out in the Program.
Savvy will issue a request for payment of the Fee after you have accepted the Proposal. No Services will be delivered and Savvy is under no obligation to deliver any Services unless Client has paid the Fee.
If Client and Savvy agree for Client to pay the Fee by way of instalment, deferred payment, direct debit or other method other than full payment (Deferred Fee), Savvy is entitled to charge Client an administration fee (at the date of this Agreement $15) on each occasion the Deferred Fee fails (e.g. where Client has insufficient funds in a bank account and payment is not made on time).
Savvy will commence the Services on the Commencement Date.
Client must provide Savvy with all relevant information for Savvy to deliver the Services to Client promptly. Savvy is not responsible for, nor is liable for any loss or delay in the provision of the Services where information requested for delivery of the Services has not been provided.
The delivery of all Services involving conversations are recorded for staff training purposes and to improve the Services.

2.2 Completing the Services

Savvy will deliver the Services in accordance with the Program which will end only if Client requests a cancellation after the first 12 months of Membership.
If Savvy foresees being unable to deliver the Services within an agreed timeframe, Savvy will inform Client of the delay and the reason why the delay has occurred. Savvy is not liable for any delay in the provision of the Services.
Savvy shall deliver the Services to Client in accordance with the Program.

2.3 Alterations to the Services

In the delivery of the Services, Client may request variations to the Services which are not covered by the Program inclusions or in other terms of this Agreement.
If Client requires Savvy to alter the Services, delay the Services or make any deletion or addition to any of the Services, Savvy must first consent to such proposed changes with the Client (including any changes to the Fees payable for the delivery of the Services).
Savvy is not obligated to vary the delivery Services in any way until it notifies Client that it has agreed to do so and Client has agreed to pay any variation to the Fees.
Payment of the Fees associated with any variation to the Services pursuant to this clause must be made in accordance with the direction of Savvy.
Client may present to Savvy for consideration a request to upgrade Services at any time.
Requests to downgrade or cancel Services will only be considered after the first 12 months of Membership.

2.4 Outside services

If a Program requires Client to obtain services from a third party, Client must promptly engage the third party to provide the services. The delivery of the Services will not commence or will be delayed until the third party services are obtained as required by the Program.

2.5 Warranty Period for the Services

Because the Services are inherently complex in nature, Savvy is unable to provide Client with a guarantee that the Services will be free from technical errors and/or bugs (the Errors).
The above Services come with guarantees that cannot be excluded under the Australian Consumer Law.
In the event of a failure in the Services you are entitled to have problems with the service rectified in a reasonable time.

3. PAYMENT FOR SERVICES

3.1 Fees

Client agrees to pay Savvy the Fees set out in the Program and in the time and manner set out in the Program or as otherwise notified by Savvy to Client.
Savvy may terminate this Agreement or suspend the provision of the Services or charge interest on any outstanding Fees, if Client fails to pay for the Services in accordance with the Proposal.

3.2 Goods and Services Tax

Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with this Agreement and/or its Order Details, are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.

3.3 Refunds

Savvy does not provide a refund of any or all of the Fees because Client has changed their mind or if Client does not believe the Services are being delivered in accordance with this Agreement or if Client does not believe it is getting the value it expects from the Program/s.
Savvy will, within a reasonable limit, attempt to be as flexible as possible in the delivery of the Services where events outside the control of Client prevent Client from taking delivery of the Services at the agreed times in the Program/s.

4. SAVVY MEMBERSHIP TERMS

4.1 Set-up

If part of the Services includes the Savvy Membership then this clause 4 applies.
The set-up of the Savvy Membership Service requires Client to cooperate with Savvy to allow Savvy to set-up Client to enable Savvy to deliver this Service.
Client must take all reasonable steps to allow Savvy to discharge its obligations to set-up all Third-party Integrations in a timely manner.
Where Savvy requires you to sign or authorize something for the purpose of this clause, you must attend to this promptly including the provision of Client’s username and password to Savvy for Third-party Integrations.
Savvy is not liable in any way for Client’s failure to attend to all set-up matters promptly resulting in a delay of the provision of the Services.

4.2 Variations

Part of the Savvy Membership Service is the provision of Materials. Materials will be provided to Client in the capacity outlined by Client’s Savvy Membership inclusions. Savvy will notify Client when the Materials are ready to be reviewed by Client, if reviews are applicable.
Client has five days from this notification to advise Savvy of any variations it requires to the Documents. Variations are limited to changes to the Materials that are minor in nature. Changes do not include changes which might result in a change of meaning of the Materials.
Savvy will not add new Materials outside of those provided by Savvy as described in the Savvy Membership, unless at Savvy’s own discretion.
Savvy will use its reasonable endeavours to return corrected Materials (where the variations fall within the meaning of this clause) to Client within seven days of Savvy being notified with sufficient details of the Materials changes required by Client.

5. INTELLECTUAL PROPERTY AND THIRD-PARTY SOFTWARE

5.1 Intellectual Property Rights

Client recognises that all Intellectual Property are the property of Savvy and Client will take all such steps as practicable to ensure that the Intellectual Property will vest in and remain vested in Savvy.
Savvy warrants that Savvy owns the Intellectual Property Rights in the Intellectual Property delivered to Client in the provision of the Services.
Savvy grants to Client a non-exclusive, transferable, royalty-free, limited licence to use the Intellectual Property Rights owned by Savvy which have been used in the delivery of the Services, for the sole purpose of undertaking the Programs.

5.2 Third-party software

A Program may require Client to purchase, download and/or integrate third party software (such as PandaDoc and/or Practice Ignition) (Third-Party Software).
Client is solely responsible for ensuring compatibility of Client’s infrastructure to accommodate all Third-Party Software. All payments and enquiries concerning Third-Party Software must be directed to the supplier of the Third-Party Software.
Savvy will not be liable to Client for any loss or damage suffered by Client directly or indirectly related to the download, installation or use of any Third-Party Software.

5.3 Use of trademarks, names and brands

Client grants a perpetual, royalty free and worldwide licence to Savvy to use its trademark or unregistered mark (that reflect its brand) and/or name for on Savvy’s website or other marketing material.

5.4 Licence of Intellectual Property to Client

Savvy grants to Client a perpetual, royalty free licence to use the Intellectual Property embodied in the Materials delivered to Client as part of the Services. The licence is limited specifically to the use of the Materials in the business of the Client as at the date of this Agreement.

6. ADDITIONAL SERVICES

6.1 Integration and support

Savvy, at the request of Client, may (in its discretion) provide services in addition to the Services (Additional Services).
Additional Services include software troubleshooting, integration and the development of further document templates.
The price for Additional Services is determined by Savvy once the scope of the Additional Services is agreed. On agreement Savvy will provide a quotation to provide the Additional Services capable of acceptance by Client within five days of delivery.
Payment of the Additional Services must be made in advance of Savvy’s obligation to deliver them to Client.

6.2 Ongoing support

Savvy offers ongoing support. Client may take up ongoing support delivered by Savvy via the method outlined in Savvy Membership Inclusions (Ongoing Support).
Ongoing Support is delivered by Savvy in an explanation and demonstration format. Savvy may review work undertaken by Client in Ongoing Support.
Ongoing Support includes updates that Savvy may make (but is not obliged to) to Documents and Materials. Client will receive updates from time to time as long as Client is participating in Savvy Membership.

7. TERMINATION

7.1 For Savvy

Savvy may terminate this Agreement by providing thirty days written notice to Client of Savvy's intent to terminate this Agreement.
Savvy may terminate this Agreement for a breach by Client of this Agreement by providing fourteen days' written notice of the breach to Client. During the fourteen day notice period, Client must remedy the breach.
If Savvy provides notice of intent to terminate this Agreement, Client will pay for the work which has been done or any services which have been participated in by Client (such as masterclasses, coworking, mentoring or other Services provided through Savvy Membership) and at the time the Agreement is terminated, will pay any outstanding works completed between the provision of the notice to terminate and the cessation of this Agreement.

8. LIABILITY AND WAIVERS

8.1 Liability

The inherent nature of delivering services via the internet is that it cannot be controlled. Information delivered between Savvy and Client could be intercepted or made inaccurate. As Savvy has no control over these matters, Savvy is not liable to Client for any loss Client suffers because of these sorts of events.
The total liability of Savvy and its personnel to Client for damage, loss or reliance shall be limited to the Fees paid (if any) for Services paid by Client.
Client expressly understands and agrees that Savvy and its personnel shall not be liable to Client for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by Client, however caused and under any theory of liability; including, but not limited to: consequential loss, any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

8.2 Waivers

A waiver of any right, power or remedy under this Agreement must be in writing signed by Savvy. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
The fact that Savvy fails to do or delays in doing something Savvy is entitled to do under this agreement does not amount to a waiver.

8.3 Indemnity

It is possible that a person may make a claim against Savvy in connection with the Services. If this happens, Savvy may suffer or incur liabilities, claims, costs, losses, fees and expenses, including legal costs (Losses). Client agrees to indemnify Savvy against any such Losses, except to the extent a Loss is solely the result of Savvy’s own negligence or a breach of this Agreement by Savvy.
One example of where the indemnity will apply is where the Losses are a consequence of any specific instruction or request Client makes, inaccurate information you provide to Savvy, or any breach by Client of the terms of this Agreement.

8.4 Financial services licence

Savvy does not provide financial services when providing services under this Agreement. Nothing in any Proposal should be construed as the provision of a financial service.
In particular, Savvy may provide an eligible service under reg 7.1.29 of the Corporations Regulations as an integral part of an exempt service that Savvy conducts, but such services are taken not to be financial services.
Savvy is not the holder of an Australian financial services licence and relies upon all other available exemptions from the requirement to hold such a licence as in force by ASIC or under the Corporations Regulations from time to time.

9. GENERAL MATTERS

9.1 Communication between Parties

The parties agree on the forms of communication set out in the Program.

9.2 Disclosure and Use of Confidential Information

All obligations of confidence set out in this Agreement continue in full force and effect even after cancellation or termination.
Neither party may disclose any Confidential Information to any third party, including the customer and/or its agents, employees or servants, without the prior consent of the other Party.
Each party must keep confidential the terms of this Agreement.
This Agreement prohibits the disclosure of Confidential Information by Savvy with exception to the following circumstances:
1. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and Client has consented to the disclosure of such information to the professional adviser;
2. the disclosure is required by applicable law or regulation; or
3. if the confidential information is already in the public domain at no fault of Savvy.
Savvy reserves the right to use content derived from Co-working Program sessions for training with other clients. Savvy will not disclose information that could identify Client or disclose Confidential Information.

9.3 No partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

9.4 Governing Law & Jurisdiction

This Agreement is governed by the laws of Victoria, Australia.
In the event of any dispute arising out of or in relation to the Services, Client agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in Victoria, Australia.

9.5 Severance

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

9.6 Force majeure

If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non-performance and to cure and complete performance with the utmost dispatch.

9.7 Assignment

Client agrees for Savvy to delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without Client’s consent.

9.8 Entire Agreement and Modifications

Both Client and Savvy confirm and acknowledge that:

this Agreement shall constitute the entire agreement between Savvy and Client and shall supersede and override all previous communications, either oral or written, between the parties;
no agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
if for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.