ARCHIVED PRESS CONSULTANT AGREEMENT
THIS COURSE AGREEMENT (the “Agreement”) dated, April 19, 2024 (the “Effective Date”) is made and entered into
BETWEEN:
ARCHIVED PRESS PTY LTD ABN: 55669200169
A Company organised and existing under
The laws of New South Wales Australia
(the “Company”)
AND
An individual residing at
Physical Address: City or Province: Postal Code: Country of Residence:
(the “Client”)
This Agreement may be executed and delivered electronically and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same Agreement. Each party's electronic signature, whether by digital means or scanned copy, shall have the same force and effect as an original handwritten signature. The use of electronic signatures is deemed a consensual act, signifying the parties' intent to be bound by the terms of this Agreement.
WHEREAS, the Company offers an online course designed to provide education and guidance in building a successful Kindle Direct Publishing Amazon business to sell digital public domain book products (the "Course");
WHEREAS, the Client desires to enrol in the Course and receive access to the educational materials, student portal and Services offered by the Company;
WHEREAS, the Parties intend to establish the terms of their relationship, including the rights, responsibilities, and obligations of each Party;
THEREFORE IN CONSIDERATION OF the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1 “Action Items” refers to tasks set out by the program creators and staff to be completed by Clients.
1.2 “Agreement" refers to this Course Agreement, including all its annexes and any subsequent amendments, as may be applicable.
1.3 “Business Day” any actions, notifications, or obligations that must occur within a specified number of 'business days' will be counted based on the business days observed in New South Wales, Australia, excluding weekends and official holidays observed in New South Wales.
1.4 “Coaching” refers to one-on-one support and guidance activities provided by the Company, including but not limited to addressing personal and business challenges, clarifying values, developing actionable plans, evaluating operational practices, posing clarifying questions, issuing action-oriented suggestions, and providing guidance on program-related technical issues. These services aim to assist the Client in achieving personal and professional goals as outlined in the agreement.
1.5 "Course" refers to the specific online educational program, training, or course offered by the Company, as described in the Agreement, which the Client is enrolling in.
1.6 "Course Materials" refers to all content, documents, videos, written materials, and any other instructional resources provided to the Client as part of the Course.
1.7 "Commencement Date" refers to the date on which the Client gains access to the Course materials or services.
1.8 "Company" refers to Archived Press Pty Ltd trading as Period Time Publishing, the provider of the Course, as identified in the Agreement.
1.9 "Client" refers to the individual or entity enrolling in the Course, whether personally or on behalf of others, and bound by the terms and conditions of this Agreement.
1.10 “Effective Date” refers to the date on which this Agreement comes into effect;
1.11 "Fees" refers to the consideration payable by the Client to the Company for enrolment in the Course, as specified in the Agreement.
1.12 "Intellectual Property" includes, but is not limited to, all copyrights, trademarks, patents, trade secrets, proprietary materials, and any other intellectual property rights associated with the Course and materials provided by the Company.
1.13 "Notice" refers to a written communication delivered by one Party to the other Party in accordance with Section 20 of this Agreement;
1.14 "Parties" refers collectively to the Company and the Client, and "Party" refers to either the Company or the Client individually;
1.15 "Services" includes all educational and support services offered by the Company to the Client as part of the Course, as described in the Agreement.
1.16 “Student Mastermind Group” means the platform used by Clients for the purpose of forming study groups, accountability groups and network with other clients.
1.17 "Term" refers to the period during which the Client is entitled to access and utilise the Course materials and Services, commencing on the Commencement Date and concluding as specified in the Agreement.
2.1 This Agreement comes into effect when both the Company and the Client have signed the Agreement (the “Effective Date”).
2.2 Upon the signing of this Agreement and payment by the Client, the Client shall gain access to the Course and the Services (“Commencement Date”) as outlined in this Agreement.
2.3 The Client will have access to the following:
a) The Company's online training course.b) Daily group coaching sessions conducted via the daily coaching server.c) An exclusive Mastermind Group.
3.1 The Client agrees to furnish all necessary information as required for the optimal delivery and effectiveness of the Services. The Client is committed to completing the training course in its entirety and shall fulfill all Action Items designated either within the course materials or during coaching interactions.
3.2 The Client acknowledges that the Company provides educational guidance and mentorship, but the responsibility for initiating, operating, and maintaining their business lies solely with the Client. The Client understands that building a business is a challenging endeavour requiring full commitment, and the Company shall not be held liable for the Client's failure to learn, implement, or achieve success in their business activities.
4.1 The Company offers an online course designed to empower Clients in building a successful Amazon business. This comprehensive program instructs Clients on how to create digital public domain book products for sale on Amazon, with the aim of generating an automated passive income.
4.2 This includes but is not limited to:
a) A comprehensive learning environment where Clients gain access to an interactive course and a dedicated student portal.b) Daily one-on-one coaching sessions for individualised guidance.
4.3 Clients will be instructed on how to publish 3 highly sought-after public domain books on Amazon daily, providing strategic guidance for the development of an Amazon business.
4.4 The Company shall offer Coaching Services to the Client that may include but are not limited to:
a) Addressing personal challenges, business-related concerns, or overall conditions affecting the Client’s personal or professional life.b) Clarification of values.c) Development of actionable plans.d) Evaluation of operational practices in the Client’s life.e) Posing clarifying questions.f) Issuing action-oriented, empowering requests or suggestions.g) Guidance on technical issues pertinent to the implementation of our program.h) Investment back service subject to the terms outlined in Section 16 and the policies of the Company.
4.5 The Client will receive reasonable lifetime access to the Course and all updates.
4.6 The Client will receive reasonable lifetime access to the Student Mastermind Group.
4.7 The Client will receive Coaching for ninety (90) days and the Company reserves the right to charge an ongoing fee after this time if the Client chooses to continue to receive coaching.
4.8 The Client acknowledges that effective coaching is a collaborative process requiring active participation from both parties. The Client agrees that implementing changes or acting upon recommendations derived from the Services is solely their responsibility.
4.9 Book Assessment Service
The Book Assessment Service is a complimentary discretionary service provided to new Clients. This service aims to review and evaluate the Client's work to ensure proper implementation of the program materials.
4.10 Deadlines
4.11 Deadlines associated with this service are non-negotiable, and no extensions will be granted. It is the Client’s sole responsibility to adhere to these deadlines.
4.12 Notifications and reminders will be sent via email, which are tracked for engagement.
4.13 Failure to receive an email does not constitute a valid excuse for missing any deadlines.
5.1 The total fee for the engagement is $1497 which must can be paid upfront before access to the course is granted.
5.2 All prices and transactions are denominated in United States Dollars (USD). During the checkout process, the cart may display a converted value in the Customer's local currency based on the prevailing exchange rate. The Client understands that any currency conversion fees or variations in the exchange rate are the responsibility of the Client.
By making a payment, the client acknowledges and accepts these terms regarding sales tax and currency conversion."
5.3 The Client may choose to pay in instalments by selecting a payment plan during the checkout process. The Client agrees to pay the total course fee of $2,091 over a three-month period.
a) The first instalment of $697 is due at the time of checkout.b) The second instalment of $697 is due 30 days after the date of the first instalment.c) The final instalment of $697 is due 30 days after the date of the second instalment.
5.4 The Client must make payments through their provided credit card. Late payments will result in access to the course and services is contingent upon the successful completion of all payments as specified in this payment plan.
5.5 If the Client misses a scheduled payment, our system will make continuous attempts to recover the payment for up to two months. During this period, Clients are reminded through automated notifications and email reminders that a payment has been missed.
5.6 The Client acknowledges that timely payments are essential for the provision of course access and services. Access to the course content and services will be granted upon receipt of the first instalment of $697.
5.7 In the event of a missed payment, the Client's access to the course content, coaching, and mastermind group will be immediately suspended. Access will only be reinstated once the outstanding payment is successfully recovered and processed.
5.8 The Client will receive a notification of the overdue payment and access suspension.
5.9 Clients must notify the Company once the payment is made. Once the Company receives this notification and can confirm that payment has been made, access to the course content and services will be reinstated within 12 hours of the notification.
5.10 If, after 90 days from the initial missed payment, the outstanding payment has not been received, the Client will be terminated from the program. The Company may consider the contract in default, which may have additional consequences as outlined in this agreement.
6.1 The Company may, from time to time, offer promotional sales for its courses and services. These sales may include, but are not limited to, discounted pricing, modified program access, or additional value delivered to the Client.
6.2 The terms and conditions of any promotional sale will be clearly communicated to the Client at the time of purchase. Clients are responsible for reviewing and accepting these terms before participating in a promotional sale.
6.3 Any promotional pricing or variations in program access during a sale period shall only apply to the specific sale for which they are offered. Clients who purchase during a sale period acknowledge and agree to the terms and pricing in effect during that sale.
6.4 The Company reserves the right to modify, extend, or terminate promotional sales at its discretion. The terms and availability of promotional sales may vary and are subject to change.
7.1 The Company's services are subject to the terms and conditions outlined in this Agreement as well as the general terms of service posted on the Company's website. The general terms of service on the website apply to all users and clients.
7.2 The Company reserves the right to update or modify the general terms of service posted on its website at its discretion. Such changes may be made for various reasons, including but not limited to legal compliance, industry standards, or improvements to our services.
7.3 In the event of any changes to the general terms of service on the website, the Company will make reasonable efforts to notify clients of such changes. Notice may be provided through email or by posting updated terms on the Company's website.
7.4 Clients are responsible for regularly reviewing the general terms of service on the website to stay informed about any updates. Continued use of our services, as outlined in this Agreement, after changes have been made to the general terms of service on the website will constitute acceptance of the modified terms.
7.5 If a client disagrees with the updated general terms of service on the website, they may not continue to use our services and will have the option to terminate their use of our services.
The Client represents and warrants that:
a) All information provided to the Company, whether during the enrolment process or throughout the duration of the engagement, is accurate, complete, and up to date.b) Their participation in the Course and use of the Services will comply with all applicable laws, regulations, and legal requirements in their jurisdiction.c) They are committed to actively participating in the Course, completing all assigned tasks and "Action Items," and taking full advantage of the educational opportunities provided.d) They acknowledge and understand that the success of their business activities is not guaranteed, and results may vary based on individual efforts and external factors.e) They are solely responsible for their business's success or failure.f) They will adhere to all Course policies and guidelines, as well as any community guidelines or rules associated with the Course's platforms, including, but not limited to, Discord and Facebook groups.g) They will participate in good faith in any dispute resolution process as outlined in this Agreement, should the need for dispute resolution arise.h) hey will not engage in any unauthorised use or distribution of the Course materials, including but not limited to, sharing login credentials, or reselling the Course without the Company's explicit written consent.i) They have read and fully understand the terms and conditions of this Agreement and that they have had the opportunity to seek independent legal advice if desired.j) They have the legal capacity to enter into this Agreement and that they are at least the age of majority in their jurisdiction.k) They agree to the Company’s Terms of Service and privacy policy on the Company’s website.
The Company represents and warrants that it:
a) Will provide the Client with access to the Course and the Services as described in this Agreement, with reasonable care and skill.b) Has the right to provide the Course materials and Services to the Client and that they do not infringe upon any third-party intellectual property rights.c) Will treat any confidential information provided by the Client during the course of the engagement with the utmost confidentiality, in accordance with the confidentiality clause.d) Reserves the right to modify or discontinue any part of the Course or the Services.e) Does not guarantee any specific income or financial results as a result of the Client's participation in the Course or use of the Services.f) Agrees to participate in good faith in any dispute resolution process as outlined in this Agreement, should the need for dispute resolution arise.g) Makes no warranties or representations regarding the Client's business success and disclaims any liability for the Client's success or failure.h) Will use commercially reasonable efforts to maintain the availability of the Course and Services, subject to any circumstances beyond the Company's control, as specified in the force majeure clause.
10.1 The Client is responsible for seeking professional advice and conducting their own due diligence before making any significant business decisions based on the information provided.
10.2 The Client acknowledges that the Company’s Services do not guarantee any specific results or outcomes. By participating in the Company’s Services, the Client acknowledges and agrees to the limitation of liability provision stated below. The Client acknowledges that it is their responsibility to assess the suitability of the Services and to use them at their own risk.
10.3 The Company is not responsible for any direct, indirect, incidental, or consequential damages that may arise from participating in its Services, including but not limited to:
a) Any reliance on the information or guidance provided;b) Any actions or decisions made by the Client based on the information or guidance provided.
10.4 The Company shall not be liable for any damages, losses, or injuries arising out of or in connection with the Client’s participation in its Services, to the maximum extent permitted by law.
10.5 The Company shall not be held liable for any delays, interruptions, or failures in the provision of Services due to external circumstances beyond its control, including but not limited to acts of nature, technical issues, or third-party actions.
10.6 The Company is not liable for actions, decisions, or policies of third parties, including but not limited to actions taken by Amazon. This includes, but is not limited to, penalties, suspensions, or terminations enacted by Amazon against the client's Amazon Kindle Direct Publishing (KDP) account. Such actions are solely at the discretion of Amazon and beyond the control and responsibility of the Company.
10.7 The Company’s liability for any claims, if any, related to its Services shall be limited to the total amount paid by the Client for the specific Services rendered. The limitation of liability set forth in this clause shall apply to the maximum extent permitted by applicable law, regardless of the theory of liability, whether in contract, tort (including negligence), strict liability or otherwise.
11.1 The Client agrees to indemnify and hold harmless the Company and its officers, directors, employees, agents, affiliates, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees) incurred in connection with any third-party claims arising out of or related to:
a) The Client's use of the Company’s services;b) The Client's violation of this Agreement;c) The Client's infringement of any intellectual property or other rights of any third party;d) Any actions, omissions, or decisions made by the Client in connection with the Company’s services;e) Any violation of applicable laws or regulations by the Client.
12.1 During the course of their engagement both the Company and the Client (“Party”, “Parties”) may disclose certain confidential information to each other.' Confidential Information" refers to non-public, proprietary, and business-related information, materials, or trade secrets of either Party, including but not limited to business plans, strategies, financial data, and any other information that is designated as confidential by either Party.
12.2 Both Parties agree to maintain the strict confidentiality of each other's Confidential Information and not to disclose, share, or use any such information for any purpose other than what is necessary for the provision of Services.
12.3 Both Parties shall take all necessary precautions to protect the confidentiality of each other's Confidential Information, ensuring that it is not accessible to unauthorised individuals. Both Parties shall exercise at least the same degree of care in safeguarding each other's Confidential Information as they do with their own confidential information.
12.4 Data Security
The Company maintains reasonable measures to protect the security of confidential information. However, it cannot guarantee the security of information transmitted over the internet or stored electronically. The Client is responsible for taking precautions to protect their own information.
12.5 Permitted Disclosures
The Company may disclose confidential information to its employees, contractors, or agents on a need-to-know basis to provide Services. These parties are also bound by confidentiality obligations.
12.6 Exceptions to Confidentiality
The obligations of confidentiality shall not apply to information that:
a) Was already known to the receiving Party prior to its disclosure by the disclosing Party.b) Is or becomes publicly available through no fault of the receiving Party.c) Is rightfully received by the receiving Party from a third Party without a duty of confidentiality.d) Is independently developed by the receiving Party without the use of the disclosing Party's Confidential Information.e) The receiving party may also disclose Confidential Information when required by a valid court order or governmental authority, provided that the receiving party notifies the disclosing party of such a requirement promptly and cooperates with any efforts by the disclosing Party to protect the confidentiality of the information.
12.7 Return or Destruction of Information
Upon request or upon termination of the Agreement, the receiving Party shall promptly return or, if requested by the disclosing Party, securely destroy all Confidential Information and any copies, notes, or summaries thereof.
12.8 Duration of Confidentiality
The obligations of confidentiality set forth in this clause shall survive the termination of the Agreement and continue for a period of two (2) years from the date of disclosure of the Confidential Information.
12.9 Enforcement and Remedies
Any breach of this confidentiality clause may result in irreparable harm to the disclosing Party, and the disclosing Party shall be entitled to seek injunctive relief, as well as any other remedies available under applicable laws.
13.1 All intellectual property, including but not limited to copyrights, trademarks, trade secrets, and patents, associated with the Services provided by the Company, including course content and materials, shall remain the exclusive property of the Company.
13.2 The Company grants the Client a limited, non-exclusive, non-transferable license to use the intellectual property solely for personal or business purposes related to the Services provided. This license does not grant the Client the right to reproduce, distribute, modify, or publicly display the intellectual property.
13.3 This Agreement does not transfer any intellectual property rights from the Company to the Client. The Client shall not acquire any ownership rights to the intellectual property.
13.4 The Client shall not engage in any unauthorised use, reproduction, distribution, or modification of the Company’s intellectual property, including but not limited to sharing, selling, or distributing course materials.
13.5 The Company reserves the right to enforce its intellectual property rights to the fullest extent of the law, including pursuing legal remedies as appropriate.
14.1 The Client acknowledges and agrees that the Company does not offer refunds for its Services.
14.2 This refund policy does not limit any rights and remedies the Client may have under the Australian Consumer Law.
The Client acknowledges and agrees to the following:
a) The success of the Client’s Amazon business is not guaranteed, and it depends on various factors, including individual effort, market conditions, and other variables beyond the Company’s control.b) The Client’s Amazon business is an independent venture, and the Company does not assume any responsibility or liability for the Client’s business decisions, actions, or outcomes. The Company does not make promises or representations regarding the financial results the Client may achieve through their Amazon business.c) The Client releases and discharges the Company, its affiliates, employees, and representatives from any and all liability for any losses, damages, or negative outcomes related to the Client’s Amazon business, including, but not limited to, financial losses, business interruptions, or legal issues.d) The Client will exercise due diligence and seek professional advice when making business decisions or implementing strategies suggested in the course. The Company recommends consulting legal, financial, and other relevant professionals to ensure compliance with applicable laws and regulations.e) The information provided in the course and Services is intended for educational and informational purposes only and does not constitute legal, financial, or tax advice. The Client will, if required, consult with qualified professionals for any legal, financial, or tax matters.f) That participating in an Amazon business carries inherent risks, and the Client assumes full responsibility for those risks and any consequences that may arise.g) To indemnify and hold harmless the Company, its affiliates, employees, and representatives from any claims, liabilities, losses, expenses, or damages that may result from the Client’s Amazon business activities.h) By using the Services provided by the Company, the Client agrees to comply with all applicable laws, regulations, and legal requirements in their jurisdiction that pertain to their use of our Services. This includes, but is not limited to, laws related to intellectual property, consumer protection, data protection, and any other relevant legal obligations.i) To adhere to all policies, guidelines, and terms set forth by Amazon. This includes, but is not limited to, Amazon's Seller Policies, Prohibited Seller Activities and Actions, and Amazon's Code of Conduct.j) The Client is solely responsible for understanding and complying with Amazon's policies and any other platform-specific requirements. The Company does not assume any responsibility for the Client’s actions on the Amazon platform, including compliance with Amazon policies.k) The Company shall not be liable for any consequences resulting from the Client’s non-compliance with Amazon policies, including, but not limited to, account suspension, loss of privileges, financial penalties, or legal actions taken by Amazon.
16. Investment Back Guarantee
16.1 The Company offers an Investment Back Guarantee to Clients who diligently follow its guidance and meet specific criteria.
16.2 To qualify for the Investment Back Guarantee, the Client must:
a) Commit to diligently following all guidance provided by the Company.b) Implement the guidance as instructed, including meeting publishing targets within specified timeframes.c) Actively participate in daily coaching sessions as recommended.d) Comply with additional terms and conditions set by the Company.
16.3 The Client must fill in an online form and provide relevant documentation as requested by the Company.
16.4 If, despite fulfilling the above conditions and being engaged in the program for one-hundred and eighty (180) days and not longer than two-hundred and seventy (270) days, the Client does not generate royalties equal to or exceeding their initial investment, the Company will provide dedicated support. This includes working closely with the Client on a daily basis to help them achieve their financial goals.
16.5 Clients are expected to consistently implement the Company’s guidance up to a certain level, as determined by the Company. The Company will conduct monthly progress checks to ensure that the Client's efforts align with its strategies and recommendations.
16.6 The Investment Back Guarantee remains in effect until the Client achieves their specified financial goal or until they no longer meet the terms and conditions set by the Company for participation.
16.7 The Investment Back Guarantee may be terminated if the Client fails to meet the specified conditions or terms set by the Company, or if their efforts do not align with the guidance provided.
17.1 Termination by the Client
The Client may choose to terminate their participation in the Services at any time by providing written notice to the Company.
17.2 Termination by the Company
The Company reserves the right to terminate the Client’s access to its Services, without prior notice, in the following circumstances:
a) Violation of the terms of this Agreement, including but not limited to intellectual property infringement, unauthorised sharing, or distribution of materials, or engaging in any prohibited conduct as outlined in Section 18;b) Any other breach of the terms this Agreement or applicable laws;c) Any breach of the Terms of Service on the Company’s website, Course, coaching and mastermind platforms.d) If the Client fails to initiate contact with the Company for a consecutive period of 30 days.
17.3 Consequences of Termination
Termination by the Client or by the Company does not entitle the Client to a refund. Any fees unpaid by the Client to the Company shall become immediately due and payable upon termination.
17.4 Effect of Termination
Termination of this Agreement shall not relieve the Parties of any obligations that, by their nature, extend beyond the termination, including but not limited to confidentiality, representations, limitation of liability, dispute resolution and indemnification.
18.1 The Client agrees not to engage in any conduct that is in violation of the terms and conditions of this Agreement. Prohibited conduct includes, but is not limited to:
a) The Client shall not infringe on any intellectual property rights, including copyrights, trademarks, or patents, of the Company or any third party.b) The Client shall not disclose any confidential or proprietary information provided by the Company to third parties without prior written consent.c) The Client shall not use the Services provided by the Company for any unlawful or fraudulent activities.d) The Client shall not engage in any behaviour that disrupts or interferes with the Services provided by the Company or the experience of other clients.e) The Client shall adhere to all community guidelines and codes of conduct provided by the Company during the course of their engagement.f) The Client shall not attempt to gain unauthorised access to the Company’s systems, platforms, or resources.g) The client shall not engage in defamation or publish disparaging content regarding the Company or its Services.
18.2 In the event that the Client engages in any prohibited conduct, the Company reserves the right to terminate this Agreement immediately, without refund and may pursue legal action or remedies as appropriate.
19.1 Negotiation
In the event of any dispute or disagreement arising out of or in connection with these Terms, the Parties agree to first attempt to resolve the matter amicably through good-faith negotiations. Either Party may initiate the negotiation process by providing written notice to the other party outlining the nature of the dispute.
19.2 Mediation
If the dispute cannot be resolved through negotiation within five (5) business days, the parties agree to submit the dispute to mediation. The mediation shall be conducted in accordance with the rules of a recognised mediation body or the Resolution Institute. The Parties shall jointly appoint a mediator, or if they fail to agree on a mediator within five (5) business days, a mediator shall be appointed by the Resolution Institute. The mediation shall take place at a mutually agreed location within Sydney. The Parties shall participate in the mediation process in good faith and share the costs of the mediation equally.
19.3 Arbitration
If mediation does not result in a resolution within five (5) business days from the commencement of the mediation, or if either Party fails to participate in the mediation, the dispute shall be referred to and finally resolved by arbitration. The arbitration shall be conducted in accordance with the rules of the Resolution Institute, and the seat of arbitration shall be Sydney. The arbitration shall be conducted by a single arbitrator appointed in accordance with the said rules. The decision of the arbitrator shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be in writing and may be delivered by email to the following email addresses:
Company:
Archived Press Pty Ltd
Email: legal@archievedpress.com
Client:
Client's Full Legal Name:Registered Email Address: Physical Address: City or Province: Postal Code: Country of Residence:
Any notice, request, demand, or communication shall be deemed properly given if it is delivered as specified above or to such other email address as the Party to be notified may subsequently designate by written notice.
21.1 The Client acknowledges and agrees that it may not assign or transfer its rights or obligations under this Agreement without the express written consent of the Company.
21.2 The Company may, in its sole discretion, assign or transfer its rights and obligations under this Agreement to any affiliated entity, successor, or assignee, provided that the assignee assumes all the Company's obligations under this Agreement.
22.1 For the purposes of this Agreement, 'Force Majeure Event' refers to any event or circumstance beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, war, civil unrest, terrorism, strikes, labour disputes, governmental actions, and any other events or circumstances that are not reasonably foreseeable and cannot be prevented with due diligence.
22.2 If a Force Majeure Event occurs, the Company shall be excused from performing its obligations under the formal contract for the duration of the Force Majeure Event. If a server outage or technical disruption occurs, and it affects the accessibility of the online course, the student portal, or coaching sessions, the affected party's performance related to these elements shall be excused during the disruption.
22.3 In the event of a Force Majeure Event, shall promptly notify the Client in writing of the occurrence of such an event, and any actions taken to mitigate the effects.
22.4 The Company shall use commercially reasonable efforts to mitigate the impact of a Force Majeure Event and resume performance of its obligations as soon as reasonably possible.
22.5 Neither Party shall be liable for any damages, losses, or penalties resulting from a Force Majeure Event, and the Client shall not be entitled to seek compensation or damages from the Company for delays or non-performance caused by such an event.
This Agreement does not create a partnership, joint venture, employment, or agency relationship between the Parties. The Parties are independent entities and shall not be construed as agents or representatives of one another. Neither Party shall have the authority to bind or commit the other party in any way, and no employment or fiduciary relationship is established by this Agreement.
24.1 No waiver by either Party of any breach, default, or non-compliance with any provision of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach, default, or non-compliance. The failure of either Party to enforce any rights or remedies under this Agreement shall not constitute a waiver of such rights or remedies.
25.1 If a provision of any provision of this Agreement is held to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or other provisions in this Agreement.
The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the Agreement. Words in the singular include the plural and vice versa, and words denoting any gender include all genders, whether masculine, feminine, or neuter.
This Agreement constitutes the entire Agreement and understanding between the Parties and supersede any prior or contemporaneous Agreements, communications, and proposals, whether oral or written, between the Parties.
This Agreement is governed by the laws of New South Wales (NSW) Australia. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in NSW Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.
EXECUTED electronically as of the, April 19, 2024 by the undersigned parties:
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Signed by Brendan Pye Signed On: January 31, 2024
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Document Name: ARCHIVED PRESS CONSULTANT AGREEMENT
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