In this Agreement the following definitions apply:

Account has the meaning given in clause 6.

Agreement means this Services Agreement, comprised of the Service Details and these Terms and Conditions.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Background IP means Intellectual Property developed, owned by or licensed to a party as at the Commencement Date, or acquired or developed by a party during the Term, other than for the sole purpose of this Agreement, which that party has the right to license to third parties and which are necessary or desirable for the performance of the Services.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise arising out of, or in connection with the Agreement.

Client Content means any material, content, data or information created, generated or transmitted by you through the Services.

Coaching means one-on-one or group coaching or mentoring provided by Framework Melbourne and as fully particularised in the Service Details.

Commencement Date means either:

(a) the date that you accept these Terms and Conditions; or

(b) the date which is specified as the Commencement Date in the Service Details, whichever is earlier.

Community means Framework Melbourne’s online community for creative professionals, which includes a Slack based workspace and forum, and online events.

Confidential Information of a party means all information of a confidential nature, including financial, customer information, supplier information, specifications, processes, statements, formulae, trade secrets, designs and data, which is not in the public domain, except by a breach of the confidentiality obligations arising under this Agreement.

Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the Agreement:

(a) incidental, special, remote or unforeseeable loss or damage;

(b) loss of revenue, profit, income, opportunity, use, business, contract, goodwill, or anticipated savings, loss caused by business interruption, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under this Agreement;

(c) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or

(d) loss or damage of the nature set out above in clauses (a) to (c) (inclusive) that is incurred or suffered by or to a third party.

Course means an education course for creative professionals run by Framework Melbourne delivered through the Education Platform, as more fully particularised in the Service Details.

Fee means the fees for the Services, as specified in the applicable Service Details.

Framework Melbourne means Light Creative Pty Ltd ACN 095 277 893 trading as Framework Melbourne.

GST means the goods and services tax imposed by A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Infringement Claim is any actual, threatened or potential claim, demand, proceeding, suit, objection or other challenge:

(a) affecting either parties’ ownership of, or rights in, that party’s Background IP; or

(b) claiming that the supply or other use of the Material or Background IP, infringes or may infringe the Intellectual Property rights of a third party.

Intellectual Property means all rights conferred under statute, common law or equity, wherever in the world subsisting, in relation to trade marks, copyright, patents, patentable inventions and designs, whether existing now or in the future and whether or not registered or registrable, and includes any rights subsisting in or relating to Confidential Information, trade secrets, know-how, inventions, discoveries, geographical indications of origin, code, source code, microcode, methods, techniques, formulae, algorithms, modules, libraries and databases and further includes the right to apply for the registration or grant of any such intellectual property.

Material means all material other than Background IP, in whatever form, including documents, reports, products, educational material, recorded lectures, information, data, graphic layouts, images and software, prepared and provided by Framework Melbourne in connection with the Services.

Education Platform is the online education platform developed by Framework Melbourne for creative professionals, which consists of Courses, online one-on-one mentoring, and group mentoring.Services means the services to be provided by Framework Melbourne to you, as more particularly described in the Service Details.

Service Details means the details of the Services to be provided by Framework Melbourne to you under this Agreement and the Fees payable. Service Details maybe be set out in an order form executed or otherwise accepted by you, on Framework Melbourne’s website or in other communications to you from Framework Melbourne (including by email).

Subscription means the monthly subscription payment model for membership to the Community.

In this Agreement:

(a) words such as including and for example do not limit the meaning of the words preceding them;

(b) no provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing this Agreement or including the provision in this Agreement;

(c) all monetary amounts are expressed in Australian Dollars ($AUD); and

(d) the parties must perform their obligations on the dates and times fixed by reference to Melbourne, Victoria.

(a) You will be taken to have accepted, and will be legally bound by, these Terms and Conditions if you:

(i) sign any order form containing the Service Details and return it to us electronically or by other means;

(ii) click “I accept” on the Terms and Conditions where the option is made available to you;

(iii) make a payment in respect of any of the Services after receiving or being presented with these Terms and Conditions; or

(iv) access or use any of the Services after receiving or being presented with these Terms and Conditions.

(b) These Terms and Conditions apply to all transactions between Framework Melbourne and you relating to the provision of the Services and constitutes a separate legal agreement in respect of each Service Details that you receive and accept (either by signing or otherwise proceeding with a Service, including by making a payment in respect of a Service).

(c) In the event of any inconsistency between these Terms and Conditions and the Service Details, the terms of the Service Details will prevail to the extent of the inconsistency.

For fixed term Services and Courses

‍This Agreement commences on the Commencement Date and continues until Framework Melbourne has completed delivery of the Services in accordance with the Service Details, unless terminated or cancelled earlier in accordance with its terms.

‍For Subscriptions

‍(a) This Agreement commences on the Commencement Date and continues for the initial subscription period set out in the Service Details.

(b) At the end of the initial or any further subscription period, this Agreement will automatically renew for a further term of the same period without further notice to you, until cancelled or terminated by either party in accordance with clause 16 or 17.

You must work with Framework Melbourne to facilitate the provision of the Services including by:

(a) using the Services for lawful purposes only;

(b) not unreasonably impeding Framework Melbourne’s provision of the Services;

(c) ensuring you conform with the payment terms in the Service Details;

(d) not committing or engaging in any practice that:

(i) is harmful to Framework Melbourne’s systems, brand, reputation or goodwill; or

(ii) interferes with the integrity of the Services, including, but not limited to, by hacking, transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;

(e) not interfering with the privacy of, harassing, intimidating, act violently or inappropriately towards or being discriminatory against another client or an employee of Framework Melbourne;

(f) not infringing any intellectual property rights or any other contractual or proprietary rights of another client of Framework Melbourne or third party;

(g) not encouraging or facilitating violation of this Agreement;

(h) not distributing or sending communications to other clients of Framework Melbourne that attempt to sell goods or services or contain spam, chain letters, or pyramid schemes;

(i) not harvesting or otherwise collecting information about others without their consent;

(j) not bypassing measures used to prevent or restrict access to our Services;

(k) not unreasonably withholding any payments; and

(l) complying with all applicable laws.

In addition to the obligations in clause 4.1 above, if you access the Community as part of the Services, you must:(

a) comply with any Community rules, guidelines or policies notified to you by Framework Melbourne from time to time;

(b) engage courteously, respectfully and in good faith with all other members of the Community;

(c) not post content, or send direct or private messages to other clients of Framework Melbourne, that are unlawful, malicious, misleading, harmful, defamatory, abusive, vulgar, or otherwise inappropriate;

(d) not impersonate any other person or entity, including Framework Melbourne or a Framework Melbourne employee;

(e) not provide access to the Community through unauthorised means, including by using an automated device, script, bot or other similar means; and

(f) not restrict, or attempt to restrict, another client or member from using or participating in the Community.

In addition to the obligations in clause 4.1 above, if you use the Education Platform as part of the Services, you must:

(a) not provide access to the Education Platform to any third party without the prior consent of Framework Melbourne; and

(b) not restrict, or attempt to restrict, another Client from using or participating in the Education Platform.

Framework Melbourne will:

(a) perform the Services with due care and skill in a timely and professional manner;

(b) endeavour to provide the Services in accordance with the Service Details;

(c) take out and maintain adequate public liability insurance with a reputable insurance provider throughout the Term;

(d) ensure that each employee of Framework Melbourne delivering the Services has any relevant licences, authorisations and qualifications required to deliver those Services; and

(e) comply with all applicable laws.

(a) You may be allowed to create an account (Account) for the purposes of accessing the Services. Registration may require you to provide personal details including a valid email address, telephone number, and a username and password for log in purposes.

(b) If your registration information changes, you must promptly update your Account to reflect those changes.

(c) You are responsible for keeping your Account details, including your username and password, secure and confidential at all times.

(d) You must immediately notify Framework Melbourne of any unauthorised use of or access to your Account, or any other breaches of security.

(e) Framework Melbourne has the right to suspend access to your Account, or to terminate your Account at any time if you breach this Agreement.

In consideration for Framework Melbourne providing the Services, you must pay Framework Melbourne the Fees in accordance with the payment terms specified in the Service Details.

(a) Unless otherwise specified in the Service Details, Framework Melbourne will issue you an invoice for the Fees.

(b) Unless otherwise provided, you must pay each invoice within 14 days of the date of the invoice (Due Date).

(a) If you dispute any invoices issued or Fees charged by Framework Melbourne under this Agreement, you must:

(i) notify Framework Melbourne of the amount in dispute and the reason for dispute by the Due Date; and

(ii) pay any amounts not in dispute.

(b) The parties must resolve any dispute under this clause 7.3 in accordance with clause 15.

(c) If it is resolved some or all of the amount in dispute should have been paid by the Due Date, you must pay the amount finally resolved together with interest on that amount calculated in accordance with clause 7.4(a).

(If you do not make payment in accordance with the payment terms in the Service Details, Framework Melbourne is entitled to:

(a) charge interest on the outstanding amount at a rate equivalent to the reference rate charged by Framework Melbourne’s principal bank, accruing daily;

(b) suspend provision of the Services until such time as payment is received, including revoking your access to the Community and/or Education Platform (as applicable);

(c) terminate this Agreement without notice; and/or

(d) recover any losses suffered by Framework Melbourne as a result of your failure to pay.

(a) Unless otherwise specified in the Service Details, the Fees are exclusive of GST.

(b) If GST is payable in respect of a supply made under or in relation to this Agreement, you must pay to Framework Melbourne an amount equal to the GST payable on the supply (GST Amount). The GST Amount is payable by you in addition to and at the same time as any consideration for the supply.

Each party must keep confidential any Confidential Information disclosed to it or made available to it by the other party.

At the reasonable request of the party to whom the Confidential Information belongs, each party must deliver, erase or destroy all electronic and physical documents in its possession or control that contain Confidential Information.

If a party must retain the other party’s Confidential Information for the purpose of:

(a) complying with any law;

(b) litigation;

(c) internal quality assurance and record-keeping; or

(d) performing its obligations or exercising its rights under this Agreement,

it may retain and use it solely for this purpose but must deal with the Confidential Information in accordance with clause 9.2 promptly after it is no longer required for this purpose.

(a) Background IP will remain the sole property of the owner. Neither party acquires any right, title or interest in or to the Background IP of the other party by virtue of this Agreement or the disclosure or use of the Background IP during the performance of the Services, other than as expressly set out in this Agreement.

(b) Framework Melbourne owns all Intellectual Property rights existing in connection with the provision of the Services, the Material and Framework Melbourne’s Background IP, including the content and form of all Courses (together, Framework Melbourne’s IP).

(c) Framework Melbourne grants you a royalty free, revocable, personal, non-exclusive licence to use, copy, duplicate or print Framework Melbourne’s IP strictly for the purpose of ’receiving and enjoying the benefit of the Services and without the right to sub-license, transfer, assign, re-sell, share or commercially exploit Framework Melbourne’s IP.

(d) You must not use, copy, duplicate or print Framework Melbourne’s IP for any purpose other than that permitted under clause 10(c).

(e) Framework Melbourne may request the use of any Client Content for the business or commercial (including marketing and promotional) purposes of Framework Melbourne. If you consent to the request, you grant Framework Melbourne a royalty free, worldwide, perpetual, irrevocable, non-exclusive, transferable, assignable, sub-licensable licence to use, reproduce, modify, copy, store, share, and exploit any such Client Content for the business or commercial purposes of Framework Melbourne.

Each party represents and warrants to the other party as at the Commencement Date and during the Term that:

(a) it has full power and authority to enter into, perform and observe its obligations under this Agreement; and

(b) its obligations under this Agreement are valid, binding and enforceable.

Framework Melbourne represents and warrants to you as at the Commencement Date and at all times during the Term that:

(a) to the best of its knowledge, it has the right and power to grant to you the licences under this Agreement; and

(b) it has the level of skill, knowledge, experience and ability which may be reasonably expected of a professional organisation or individual, as applicable, experienced in providing services of the type and complexity of the Services.

Framework Melbourne provides no warranty that any result or objective can or will be achieved or attained through the use of the Services.

(a) Framework Melbourne provides no warranty as to the Services being fit for purpose, continuous, uninterrupted, accurate, error-free, virus-free, secure or accessible at all times.

(b) Framework Melbourne provides no warranty as to the suitability of the Services or the content of the Materials for any purpose other than that specified in this Agreement or in the Service Details, which it may interpret, and apply using its experience, skill and judgment, to provide the Services.

(a) Framework Melbourne will use its reasonable endeavours to provide the Services in accordance with any timeframes agreed between the parties in the Service Details and subject always to your necessary cooperation and assistance. However, any such time frames are indicative only and Framework Melbourne makes no warranty or representation that the Services will be provided according to that time frame.

(b) Framework Melbourne does not control, endorse, and is not responsible or liable for Client Content or interactions between clients within the Community, group coaching sessions or otherwise utilising the Services to communicate.

(c) Framework Melbourne is not liable for any loss if the Services are not accessible due to third-party actions, including but not limited to the maintenance services, internet service providers, Third-Party servers, nefarious hacks or distributed denial of service attacks.

(d) Framework Melbourne may remove any content, Material and/or information, including any Client Content, without giving any explanation or justification.

(a) Subject to the limitation of liability under clause 18.1, each party (Indemnifying Party) indemnifies the other party (Indemnified Party) and their representatives (together, Indemnified Persons) against all and any Claims (including, but not limited to, reasonable legal costs and defence or settlement costs) directly or indirectly arising out of, or in connection:

(i) any fraudulent or unlawful act or omission of the Indemnifying Party or its representatives;

(ii) any damage to or loss or destruction of real or personal property caused or contributed to by any act or omission of the Indemnifying Party or its representatives;

(iii) any third-party Claim; and

(iv) any Infringement Claim,

except to the extent the liability, loss, damage, cost or reasonable expense is caused or contributed to by the act or omission of the Indemnified Persons or its representatives.

(b) It is not necessary for a party to incur expense or make a payment before enforcing a right of indemnity conferred by this clause 13.1.

If an Infringement Claim is made:

(a) the Indemnified Party must promptly notify the Indemnifying Party of the Infringement Claim and provide assistance at the Indemnifying Party's expenses for the purposes of managing the Infringement Claim, as reasonably requested by the Indemnifying Party; and

(b) the Indemnifying Party is responsible for and will have the right solely to control the defence and settlement of the Infringement Claim.

(a) For the purposes of this Agreement, Force Majeure means anything outside the reasonable control of a party regardless of whether it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the Agreement.

(b) If a Force Majeure event prevents Framework Melbourne from providing the Services, Framework Melbourne will notify you of the Force Majeure event and the anticipated impact on Framework Melbourne's performance of the Services.

(c) If a Force Majeure event continues for more than 30 business days, either party may terminate the Agreement by written notice to the other without liability for damages of any kind, including for Consequential Loss.

(a) A party must not commence legal proceedings relating to this Agreement unless the party wishing to commence proceedings has complied with this clause 15. However, this clause will not apply where a party seeks urgent interlocutory relief from a court.

(b) If a dispute arises between the parties out of or relating to this Agreement, then:

(i) the party alleging the dispute must notify the existence and nature of the dispute to the other party within 10 days of the dispute arising (Notification);

(ii) upon receipt of a Notification, the parties must, within 5 days of receipt of the Notification, engage in good faith negotiations and use best endeavours to resolve the dispute;

(iii) if the dispute is not resolved as provided in paragraph (ii) within 14 days of receipt of the Notification, then any party may refer the dispute to mediation as provided in paragraph (iv) and must do so before initiating proceedings in a court to resolve the dispute;

(iv) any dispute which is referred to mediation must be referred to the Resolution Institute and must be conducted in accordance with the Mediation Rules of the Resolution Institution or the parties may appoint a mediator by mutual agreement; and

(v) if the dispute is not resolved within 30 days of referral to mediation, any party is free to initiate proceedings in a court in respect of the dispute.

(a) If you have a Subscription to the Community, you may cancel your subscription at any time by providing 30 days’ notice in writing to Framework Melbourne at joinus@framework.melbourne.

(b) Your cancellation will take effect at the end of the then current subscription period.

If an Infringement Claim is made:

(c) You may withdraw from a Course, or any Coaching by notice in writing to joinus@framework.melbourne.

(d) If you withdraw from a Course or Coaching at least 14 days before the commencement date of the Course or Coaching, you will be entitled to receive a full refund of the Fees paid by you.

(e) If you withdraw from a Course or Coaching less than 14 days before the commencement date of the Course or Coaching, you will be entitled to receive a refund of 50% of the Fees paid by you.

(f) If you withdraw from a Course or Coaching after the Course or Coaching has commenced, you will not receive a refund of any of the Fees paid by you.

Framework Melbourne may terminate this Agreement in whole or in part at will by giving at least 14 days written notice to you.

(a) commits a material breach of the Agreement that is not capable of remedy;

(b) commits a material breach of the Agreement capable of remedy, and does not remedy that breach within 10 business days after receipt of notice of the breach; or

(c) is bankrupt, or is liquidated or wound up, or if a controller, administrator, receiver, manager or similar insolvency administrator is appointed to a party, or over any substantial part of its assets.

If you terminate this Agreement under clause 17.1 or 17.2 then, without limiting any other rights, you:

(a) will be required to make any payment in respect of Services supplied on or before the effective date of termination;

(b) the parties will negotiate in good faith for the completion or early termination of any Service Details commenced but not completed as at the effective date of termination; and(

c) will not be entitled to recover from Framework Melbourne any money paid for Services not yet supplied.

Framework Melbourne may immediately terminate this Agreement by notice to you, if:

(a) you fail to pay one or more undisputed amounts due and payable;

(b) Framework Melbourne issues you a notice that it intends to terminate this Agreement pursuant to this clause 17.4 if payment of the outstanding amount, plus interest, is not received within 10 business days of you receiving the notice; and

(c) you fail to make payment of the outstanding amount plus interest within 10 business days of receiving a notice in accordance with the clause 17.4(b).

If this Agreement is terminated by Framework Melbourne under clause 17.1, 17.2 or 17.4, all money owing by you to Framework Melbourne under this Agreement will immediately become due and payable by you to Framework Melbourne.

Expiry or termination of this Agreement for any reason does not affect any rights of either party against the other which arose prior to the time at which such termination or expiry occurred, or which otherwise relate to or which may arise at any future time for any breach or non-observance of obligations under this Agreement occurring prior to the termination or expiry.

For fixed fee Services

‍To the fullest extent permitted by law, the total liability of a party to the other party under or in connection with this Agreement in respect of all Claims will not exceed the fees paid or payable for the Services.

For Subscriptions
‍To the fullest extent permitted by law, the total liability of a party to the other party under or in connection with this Agreement in respect of all Claims will not exceed the fees paid or payable for the Services in the 12 months prior to the Claim arising.

(a) Subject to clause 18.2(b), any condition or warranty which would otherwise be implied in this Agreement is excluded.

(b) Pursuant to s64A of the Australian Consumer Law, this clause applies regarding any services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Liability for breach of a guarantee conferred by the Australian Consumer Law is limited:

(i) to re-supplying the Services; or

(ii) making full payment for the cost of having the services supplied again.

Neither party is liable to the other for any kind of Consequential Loss arising out of or in connection with this Agreement.

Nothing in this Agreement is intended to limit or exclude your consumer guarantees under the Australian Consumer Law.

Framework Melbourne is a non-exclusive independent contractor to you. Nothing in this Agreement is intended to create an employment or agency relationship between you and Framework Melbourne.

(a) A notice, consent, approval, waiver or other communication provided in connection with this Agreement must be in writing (Notice).

(b) A Notice may be given by hand delivery, post or by email and is effective upon receipt.

This Agreement and the applicable Service Details represent the entire agreement between the parties and supersedes all prior discussions, negotiations, understandings and agreements in relation to the subject matter of this Agreement.

(a) You must not assign or otherwise deal with all or any party of its rights or obligations under the Agreement without Framework Melbourne's prior written consent (which may not be unreasonably withheld but which may be given subject to reasonable conditions).

(b) Framework Melbourne may assign or otherwise deal with any of its rights or obligations under the Agreement without your prior consent.

A provision of the Agreement, or right, power or remedy created under it, may not be varied or waived except in writing signed by the party or parties to be bound.

The rights, powers and remedies given in the Agreement are in addition to other rights, powers and remedies given by law independently of the Agreement.

This Agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one agreement.

If any provision is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid, without affecting the validity or enforceability of the remaining provisions of the Agreement.

Termination or expiration in whole or in part of the Agreement does not affect those provisions and those obligations of a party which by their very nature survive termination, including clause 8 (GST), clause 9 (Confidential information), clause 10 (Intellectual property), clause 11 (Warranties), clause 13 (Indemnity and infringement claims), clause 15 (Dispute resolution), clause 17.3 and 17.5 (Consequences of termination), clause 18 (Liability and exclusion) and clause 19.10 (Governing law and jurisdiction).

(a) This Agreement is governed by the laws in force in Victoria, Australia.

(b) The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.