We are delighted to embark on this journey together with you.
We are committed to ensuring a positive ongoing relationship with you. As part of that commitment, we want to ensure that all expectations of each party are set out clearly from the outset to help achieve a quality experience for you.

This Agreement sets out how we will work together in the Standout Social Squad Program, and we are confident that You will be satisfied with the terms of the Agreement between us

THE SOCIALISTA PURCHASE TERMS AND CONDITIONS

You have agreed to purchase an online course, group coaching program or masterclass offered by The Socialista Pty Ltd (ACN: 648 547 255) t/a The Socialista (Monique Lombardo).
These Terms and Conditions (Terms) Govern your purchase.
By clicking “accept” you agree to these Terms and Conditions

RECITALS
A. The Socialista offers a unique program, the Standout Social Squad (‘the Standout Social Squad’), where participants who are coaches or service providers come together in a group setting to learn how to harness the power of Instagram to grow their brand. This includes support with developing content, building engaged audiences, feedback and actionable steps, tips and strategies. The duration of the Standout Social Squad is 12 weeks (‘Services’).
B. The Socialista has agreed to provide You with the Services by welcoming You into the Standout Social Squad.
C. This Agreement governs Your relationship with the Socialista. By signing this Agreement, You agree to be bound by the terms set out in this Agreement.

THE PARTIES AGREE AND DECLARE AS FOLLOWS
1. Definitions
In this Agreement unless the context otherwise requires:
Agreement means this Business Services Agreement.
Business Day means a day where banks generally are open for trading business in New South Wales, Australia.
Confidential Information means the information provided by a Party or other participant of the course under this Agreement, that is not generally available to the public.
Commencement Date means the date the Services will commence as outlined in the Schedule.
Fees mean the fees set out in the Proposal.
Intellectual Property means the business names, copyrights, patents, trademarks, service marks, trade names, designs, materials, and similar industrial, commercial, and intellectual property (whether registered or not) including any processes, methodologies, course materials, information, documentation and creative works of The Socialista.
Loss and Claim means, in relation to any person;
a. damage, loss, cost, expense, or liability incurred by the person; or
b. a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or ascertained, actual or contingent.
Parties mean the Parties to this Agreement.
Services mean the services set out in the Schedule.
Tax means any tax, levy, impost, deduction, charge or duty of any kind and whether direct or indirect, (and any related interest, penalty, fine or costs in connection with any of them) levied or imposed by any Government Agency.
Voxer means a walkie talkie messaging app used for voice communication.
Zoom means video conferencing communication.

2. The Engagement
(a) The Socialista agrees to provide the Services for You, for the Fees, for the Term as set out in the Schedule.
(b) The Socialista will work with You in a group setting to help You to work towards Your goals.
(c) The Socialista agrees to commence the Services on the Commencement Date outlined in the Schedule, upon acceptance of the terms and conditions set out in this Agreement, and conditional upon payment of the required Fees by You.
(d) The Services will be provided virtually, online through Zoom, Voxer and/or Facebook groups.
(e) Group calls are recorded on Zoom. If you miss a group call you can watch the replay through Zoom or via the online portal provided.

3. Payment for the Services
3.1. Fees
(a) You agree to pay The Socialista the Fees outlined in the Schedule.
(b) You agree to make payment of the Fees by the method prescribed in the Schedule and/or as set out in invoices or payment requests.
(c) You acknowledge and agree that The Socialista reserves the right to revoke Your access to the Services if You default on any due payments under this Agreement, or if the Fees are unpaid by You for any other reason.
(d) In the event that any payment under this Agreement is not made in full on the due date, The Socialista is entitled to charge You interest at the rate of 5% per annum, calculated daily.
(e) You agree that if You default on any payments due and payable under this Agreement, any costs incurred by The Socialista for steps taken to enforce payment terms will be recoverable and payable by You.
(f) You acknowledge and agree that The Socialista is not responsible for any third-party payment processing fees, bank fees, transaction fees, currency conversion fees and/or adverse currency fluctuations.

3.2. Goods and Services Tax
Unless otherwise stated, all amounts 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. Where the services are provided outside Australia, GST is inapplicable.

4. Termination and Refunds
The Socialista is committed to ensuring you are supported throughout the program. We have confidence that you will enjoy the program and will not wish to terminate your involvement. However, in the rare case there is a problem, and you need to terminate the program early, we request that you contact The Socialista by email with your concerns to monique@thesocialista.com.au to discuss your options regarding the below clause.

4.1. Termination and Refunds
(a) All Services are non-refundable. This means that if You wish to terminate the program, early, all remaining full session Fees are non-refundable.
(b) If You are paying through a payment plan, You are required to make all outstanding payments of the Fee within 7 days of termination.
(c) The Socialista reserves the right to terminate Your involvement in the Services for breach of this Agreement with 7 days’ notice by email.
(d) If The Socialista terminates the Services, You agree to pay The Socialista for the portion of the
Services completed up to the date and time of termination.
(e) The Socialista will only provide You with a refund of the Fees in the event that The Socialista is unable to continue to provide the Services (the ' Refund').

5. Copyright and Intellectual Property Rights
5.1. Intellectual Property Rights
(a) You agree that any Intellectual Property of whatever nature produced or developed by The Socialista or under The Socialista's direction under or in the course of providing the Services will remain the sole and complete property of The Socialista.
(b) If You have fully complied with this Agreement and if the Intellectual Property including processes, methodologies, course materials, information, documentation, and creative works referred to in clause 5.1
(a) have been produced by The Socialista as part of the Services, The Socialista grants to You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use to use such Intellectual Property for such purposes as the Parties reasonably contemplate at the Commencement Date (‘the Licence’).
(c) Unless this Agreement is terminated early, the Licence is valid for 6 months (‘Licence Term’). This means the Services will be accessible for 6 months. After this time the Services will expire.
(d) The Services are intended for use by You only. Sharing of the Licence is not permitted. This includes the sharing of any group call videos, videos, supplemental course materials, ebooks or templates, and access to any other aspect of the Services.
(e) There is no assignment of Intellectual Property rights by The Socialista to You under this Agreement.
(f) Nothing in this Agreement affects the moral rights in any works, items, materials or information supplied under this Agreement.
(g) You retain ownership of Your own data. You hereby grant The Socialista a licence to use, copy, transmit, store and backup a copy of Your data for the purposes of providing the Services.

5.2. Indemnification
You hereby indemnify and agree to keep indemnified The Socialista against all liability, losses or expenses You incur in relation to or in any way directly or indirectly connected with any breach of copyright or any rights in relation to copyright in such literary and artistic works supplied as aforesaid.

6. Warranty
(a) The Socialista will use its best efforts and take all reasonable steps to help You achieve Your desired results. However, The Socialista makes no warranty that the services will meet Your requirements or that all clients will achieve the same results.
(b) The Services do come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, You are entitled to cancel Your service contract with The Socialista, and You are entitled to a refund for the unused portion, or to compensation for its reduced value. A major failure with the service is defined by the Australian Consumer Law and includes but is not limited to severe situations where a service is unfit for the purpose it is sold or creates an unsafe situation.

7. Disclaimer
(a) You are solely responsible for Your own career, business, physical, mental and emotional well-being, Your decisions, choices, actions and results arising out of or resulting from the Services and Your group and individual interactions with The Socialista and the other Standout Social Squad participants. You agree that The Socialista is not and will not be liable or responsible for any actions or inaction, including effects on Your business, personal life or career, or for any direct or indirect result of any Services provided by The Socialista.
(b) You understand that the Services, and any information You receive through Your involvement in the Standout Social Squad, or through any materials and documents provided to You are not a substitute for psychological, legal, business or financial advice. The Socialista recommends You seek independent accounting, legal or financial advice before relying on any information, tools, case examples, or guidance provided in the Program Name. The Socialista will not be liable in any way for Your use of, or reliance upon, the information or advice provided to You.
(c) You understand that to enhance Your experience in the Standout Social Squad, You are required to, and You agree to, communicate honestly, be open to feedback and assistance, and You will create the time and energy to participate fully in the Standout Social Squad.

8. Liability and waivers
8.1. Liability
The Socialista’s total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to You.

8.2. Waivers
(a) A waiver of any right, power or remedy under this Agreement must be in writing signed by the Party granting it. 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 a breach in relation to any other occasion.
(b) The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Agreement does not amount to a waiver.

9. Third-Party Contractors and Consultants
The Socialista prides takes pride in delivering high-quality and enriching services within the Standout Social Squad. Therefore, The Socialista may, at any time and with sole discretion, outsource any of the Services to third-Party contractors or consultants, including guest speakers, without Your prior consent. The Socialista will not be liable for any action or inaction, opinions, views or advice of any third-Party.

10. Photography and Video Release
You agree that The Socialista may use photographs and videos of You taken during the Standout Social Squad sessions for The Socialista’s own purposes, including marketing, social media use, and use on The Socialista’s website. You agree to notify The Socialista in writing should You wish to remove consent for photographs or videos of You being taken and used by The Socialista.

11. Disclosure and Use of Confidential Information
(a) All obligations of confidentiality set out in this Agreement continue in full force and effect after the Services have been provided.
(b) Either Party must not disclose any Confidential Information to any third-party without the other Party’s, or other participant’s, prior consent.
(c) Each Party must keep confidential the terms of this Agreement and any Confidential Information shared during group or individual sessions. If a Party becomes aware of a breach of this obligation, that Party will immediately notify the other Party.
(d) This Agreement prohibits the disclosure of Confidential Information by The Socialista with exception to the following circumstances:
i. 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 You have consented to the disclosure of such information to the professional adviser;
ii. the disclosure is required by applicable law or regulation; or
iii. if the confidential information is already in the public domain at no fault of The Socialista.

12. Force Majeure
(a) If circumstances beyond The Socialista’s control prevent or hinder its provision of the Services, The Socialista is free from any obligation to provide the Services while those circumstances continue. The Socialista may elect to terminate this Agreement or keep the Agreement remaining current until such circumstances have ceased.
(b) Circumstances beyond The Socialista’s control include, but are not limited to, unavailability of materials, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties, and failures or malfunctions of computers or other information technology systems.
(c) For the sake of clarity, if in The Socialista’s reasonable opinion, the provision of the Services will be affected by a COVID-19 pandemic, The Socialista may suspend the provision of the Services in part or in whole to You indefinitely. Additionally, The Socialista will not be liable for any losses or damage due to a COVID-19 pandemic. If You choose to terminate this Agreement due to a COVID-19 pandemic, clause 4 will apply.

13. 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.

14. Governing Law & Jurisdiction
(a) This Agreement is governed by the laws of New South Wales, Australia.
(b) In the event of any dispute arising out of or in relation to the Services, the parties agree that New South Wales, will be the venue for resolving any disputes.

15. Dispute Resolution
The Socialista hopes that a dispute under this Agreement does not arise, however in the unlikely event that it does, the following clause will apply.
(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings concerning the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A Party to this Agreement claiming a dispute (‘the Dispute’) has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (‘the Notice’).
(c) On receipt of the Notice by the other party, the parties must within 7 days from the date the Notice was served, attempt in good faith to resolve the Dispute as expeditiously as possible, including by negotiation or such other means upon which they may mutually agree.
(d) If for any reason whatsoever, 21 days after the date the Notice was served, the Dispute has not been resolved the parties must either agree upon the selection of a mediator or request that an appropriate mediator is appointed by the President of the Law Society of New South Wales.
(e) It is agreed that mediation will be held in New South Wales, with the venue to be agreed.
(f) The parties agree to be equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The parties must each pay their own costs associated with the mediation.
(g) All communications concerning negotiations made by the parties arising out of and in connection with this clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.
(h) If the Dispute is not resolved after the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute.

16. Severance
Any provision of this Agreement that 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.

17. Assignment
You agree The Socialista may delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without Your consent.

18. Entire Agreement and Modifications
(a) Both You and The Socialista confirm and acknowledge that:
i. This Agreement is the entire Agreement between You and The Socialista and supersedes and override all previous communications, either oral or written, between the Parties;
ii. 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
iii. If for whatever reason there is any inconsistency between this Agreement and any other agreement, this Agreement will prevail

EXECUTION
EXECUTED as an Agreement by
The Socialista Pty Ltd
(ACN: 648 547 255) in accordance with
s127 of the Corporations Act 2001 (Cth)

SCHEDULE

The Standout Social Squad Terms & Conditions