“ShireWomen” or “the Company” refers to the party providing the services.
“Client” means the party, person, company or representative who the services are being provided to.
“Fee” means the amount set out in Item 5.
“Force Majeure” means an act, omission, cause or circumstances outside a party’s reasonable control including without limitation, flood, fire, storm, earthquake, explosion, accident, enemy acts, war, sabotage, labour dispute, sickness, terrorist act and act or omission of a third party.
“Intellectual Property” includes all copyright, trade mark, design, patents or any other proprietary rights, or any rights to registration of such rights existing in Australia or elsewhere or as protected by legislation from time to time, whether created before, on or after the Commencement Date, but excludes Moral Rights.
“Milestone” means the milestone events or occurrences identified at Item.
“Moral Rights” means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1986 (Cth), and rights of a similar nature anywhere in the world whether existing before, on or after the Commencement Date.
“Personal Information” has the same meaning as in the Information Privacy Act 2009 (NSW).
“GST” means any tax, levy, charge or impost implemented under the GST Act.
“Term” means the period from the Commencement Date to the Completion Date
“Member or Business Member” means clients who have signed up for monthly ShireWomen Business Membership.
2. Acceptance and Notice to Proceed
2.1 ShireWomen will provide services to the Client as listed in the Services Section of our Website, or the Services listed in the Membership Section of our website after the Client has accepted these terms before purchase. In the event written consent is not received by the Client, but services listed in this agreement are agreed to verbally, the Client acknowledges that these terms apply and are in effect. The Client agrees to and acknowledges these Terms and Conditions, and by continuing engagement with ShireWomen after receipt of this proposal is hereby accepting them.
3.1 ShireWomen prides itself on high quality work delivered to timeframes determined with our Clients. While we strive to stick to planned timeframes, there are situations that may arise which could delay our delivery dates of work promised to our Clients. In the event that a Force Majeure act causes a delay to agreed delivery dates see Clause 7 for terms. If the delay is due to the Client changing the Scope of Works, withholding information, supplier issues or reasons outside of ShireWomen’s control, the Client agrees that an adjusted delivery time is reasonable under these circumstances.
4. Payment Terms & Fees
4.1 The Client agrees to pay the agreed Fees set out under item 8 of this Agreement in the manner also set out in item 5. ShireWomen’s payment terms are fourteen (14) days from the date of invoice for non-retainer services, and and the Client agrees to pay invoices within this period. All Membership payments must be paid in accordance with item 5 of this agreement and paid via Direct Debit which must be setup through our website using the payment gateway Stripe (previously eWay or Integrapay). The client acknowledges that services can and may be put on hold if payment is not received within ShireWomen’s payment terms, and will be referred to an external debt collection agency should we be unable to obtain payment for services as per these terms.
4.2 ShireWomen Basic and Memberships are for a minimum term of 6 months, and Standard, Premium, Company and Sponsorship terms are for a minimum term of 12 months. This is due to us spreading the cost of on-boarding, consulting and blog writing over the aforementioned time-periods to make the monthly payments more affordable to Members. All Clients agree that this is fair and reasonable.
4.3If the Client has been incorrectly charged for work, ShireWomen will provide a Credit Note for use within ShireWomen for any of its services available. Cash refunds will not be provided.
4.4 If we are unable to take the Client’s monthly Membership or Sponsorship Fee, the Client will be notified that payment was dishonoured and will asked to update their payment information within the Members Portal. Should the Client not update their payment details within 7 days or the notice, ShireWomen will remove the Client’s Business Listing from the Members Showcase, and downgrade the listing to a free directory listing showing minimal information. If the client is a Sponsor, we will remove their logo from our emails, website and any other places we have agreed to display their logo. A second reminder will be sent at 14 days after the dishonour to update payment details. If at 30 days from the initial dishonour and the Client has not updated their payment details and is still within their 6 month Basic Membership Term, or 12 month Standard, Premium or Sponsorship term, ShireWomen will issue an invoice for the remaining agreed payment term to the Client which is payable within 14 days. If payment is not received within this time-frame, ShireWomen will refer the Client’s debt to an external debt collection agency.
4.5 If we are unable to take the Client’s Annual Business Listing Fee, the Client will be notified that payment was unable dishonoured, and will be asked to update their payment information within the Guest Portal. Should the Client not update their payment details within 7 days or the notice, ShireWomen will downgrade the Client’s Paid Business Listing to a Free Directory Listing showing minimal information.
5. Membership Payments and Retainers
5.1 The client acknowledges and understands that agreeing to a Membership plan means that the agreed fee must be paid in monthly instalments for the agreed payment term set out in item 4 section of this agreement (6 months or 12 months). The client acknowledges, agrees and understands that should termination of the agreement be made without following the steps laid out in clause 6, that they will be required to pay for all hours conducted by ShireWomen staff to the point of termination, or the remaining monthly instalments in full until the end of the agreement period – whichever is greater. ShireWomen will take reasonable steps to contact the Client for payment as laid out in item 4, and reserves the right to use an external debt collection agency to recover funds owed to ShireWomen.
5.2 The client acknowledges and understands that in agreeing to undertake a paid Business Listing that instalments will be taken from their nominated account once every 12 months.
6. Termination of Services
6.1 Should ShireWomen commit a breach of the agreed scope of works as laid out in clause 13 or in a separate proposal or written agreement, and timelines in this Agreement outside of Force Majeure, including dissatisfaction of the services provided, the Client must:
a. Give written notice to ShireWomen of the default;
b. Allow ShireWomen to remedy any default of the agreed Scope of Works, and allow a fourteen (14) day period to remedy such a default (not including weekends or public holidays); and
c. If the default is in breach of the obligations set out within this Agreement including clause 13, and the default has not been remedied within fourteen (14) days (not including weekends or public holidays), after providing notice in accordance with clause 6.a, any retainer whether 6 months or 12 months in length can be terminated without penalty or further payments.
d. The Client must provide evidence that the default has not been remedied for Clause 6.c to take effect.
e. Should there be a dispute regarding default remedy, a mediator will be appointed by the Australian Commercial Disputes Centre (ACDC).
6.2 If the breach is remedied during the period set out in 6.b, the Client must continue to pay within the agreed timeframes as set out in clause 4 for the duration of the agreed period.
7. Force Majeure
a. Neither party will be liable for any delay or failure to perform its obligations other than payment of any monetary sums owing to the other party if the failure or delay is due to Force Majeure.
b. A party must notify the other party as soon as practicable of any anticipated delay due to Force Majeure. The performance of a party’s obligations under this Agreement will be suspended for the period of the delay due to Force Majeure.
c. If a delay due to Force Majeure exceeds thirty (30) Business Days, either party may terminate this Agreement immediately on providing notice to the other party.
d. If this Agreement is terminated pursuant to clause 7.c, the Client will not be entitled to a refund of the paid Fees, nor will ShireWomen be liable to the Client for any other Claims.
8.1 The Client agrees to the terms laid out in this agreement and the costs in the below schedule, and agrees to pay on purchase for our services. The Client acknowledges that by proceeding with the services listed on our website, that they are agreeing to the costing terms.
Service Frequency of Payment Amount
8.3 ShireWomen reserves the right to update and increase the above Membership Pricing as required. We will advise Clients of price increases 30 days before the increase.
The parties agree that:
a. the Fee payable under this Agreement is exclusive of GST; and
b. If under the GST Act, ShireWomen is, or becomes, liable to pay GST in respect of the Fee, then ShireWomen will provide a tax invoice to the Client for the amount of GST and the Client will pay the amount outlined in the tax invoice to ShireWomen within 14 days of receiving the tax invoice.
10. Confidentiality and Privacy
10.1 Each party agrees not to disclose any Confidential Information under any circumstances without the prior consent of the other party, except:
a. to its staff and officers requiring that information for the conduct of their duties pursuant to this Agreement;
b. to its accountants and legal advisors;
c. as required or permitted by law.
10.2 The Client will not issue any statement or release any information relating to this Agreement without the prior written consent of ShireWomen.
10.3 Nothing in this Agreement prevents ShireWomen disclosing the identity of the Client to other clients (such as on ShireWomen website) unless specifically asked to withhold this information.
10.4 If the Client or ShireWomen collects or has access to Personal Information in order to perform its obligations under this Agreement, the Client or ShireWomen must:
a. comply with Parts 1 and 3 of Chapter 2 of the Information Privacy Act 2009 (NSW) (“the Act”) in relation to the discharge of its obligations under this Agreement as if the Client was ShireWomen or ShireWomen was the Client;
b. subject to paragraph 12.4.1, not use, disclose or transfer outside of Australia, Personal Information obtained under this Agreement except for the purpose of performing this Agreement, unless required or authorised by law;
c. immediately notify the Client if ShireWomen becomes aware that a disclosure of Personal Information obtained under this Agreement is, or may be, required or authorised by law;
d. ensure that access to Personal Information is restricted to its employees and officers who require access in order to perform their duties under this Agreement;
e. ensure that its officers and employees do not access, use or disclose Personal Information other than in the performance of their duties under this Agreement;
f. ensure that its sub-contractors who have access to Personal Information comply with obligations the same as those imposed on the Client under this clause and ensure that any of its sub-contracts include an equivalent clause binding its sub-contractors to this clause;
g. fully co-operate with ShireWomen to enable the ShireWomen to respond to applications for access to, or amendment of, a document containing Personal Information and privacy complaints; and
h. comply with such other privacy and security measures as ShireWomen reasonably advises the Client in writing from time to time.
10.5 If the Client or ShireWomen is an “Agency” as defined by the Information Privacy Act 2009 (NSW), the Client or ShireWomen acknowledges that, in addition to the obligations under this clause of the Agreement, the Client or ShireWomen is otherwise bound to comply with the Information Privacy Act 2009 (NSW).
10.6 On request by ShireWomen or the Client, the Client or ShireWomen must obtain from its employees, officers, agents or sub-contractors engaged for the purposes of the Agreement, an executed deed of privacy in a form acceptable to the Client or ShireWomen.
10.7 ShireWomen or the Client must immediately notify the other Party (ShireWomen or the Client) on becoming aware of any breach of this clause.
10.8 View ShireWomen’s full privacy statement here.
11. Intellectual Property
11.1 All ideas, initiative knowledge, know-how, trademarks, business names, confidential information, copyright, inventions, improvements, designs, patents, discoveries, concept, numeric, personal or client data, data or forumulae, software, coding, models, drawings, plans, trade secrets, secret processes, reports, proposals, concepts or ideas, that are the property of the Client or ShireWomen before the signing or acknowledgement of this agreement remain such and must not be disclosed to third parties, or be used by the Client or ShireWomen unless under the Terms of this Agreement, and this clause survives the termination of this agreement.
11.2 Contacts, introductions to individuals or entities provided to the Client by the ShireWomen are considered ShireWomen’s intellectual property and must not be disclosed to:
a. third parties or companies that provide similar services to ShireWomen;
b. to parties that may be considered in competition with ShireWomen;
c. to parties that could damage the reputation of the ShireWomen.
11.3 And are for the sole use of the Client for the use determined in this agreement only, not its affiliate partners or business associates.
12.1 The Client will not:
a. solicit any employee or independent contractor of ShireWomen for the Client’s use or on behalf of any other business enterprise;
b. induce any employee or independent contractor associated with ShireWomen to terminate or breach an employment, contractual or other relationship with ShireWomen;
c. seek out or accept any approach or proposal, whether direct or indirect, from any Clients, Employees or Customers of ShireWomen to provide the Client services to which are in direct or indirect competition with ShireWomen.
12.2 This clause survives the termination of this Agreement.
13. Our Services to You
Our services to our members include:
13.1.1. All work conducted by ShireWomen is done under our discretion - that is we will advise and provide recommendations in line with our expertise and proven track record of helping businesses succeed. Should the Client disagree with our advice, this is not a breach of contract under this agreement. We are experts in our field and provide supporting evidence to support our position. You agree this is fair and reasonable.
13.1.2 ShireWomen members agree to upload items they want ShireWomen to promote on their behalf into the “Promotion” tab of the Members Portal. Jobs are to be uploaded to the “Post a Job” tab of the members portal. Clients and Members take full responsibility for content they upload and in doing so acknowledge that they have permission to use photos and content if they aren’t the source of the content themselves.
13.2 ShireWomen is not responsible for any aspect of a Client’s content and reserves the right to remove content if we feel it is against our ethics of internal policies
13.3 Members who have taken up the Premium Membership understand that ShireWomen will write their agreed blog within the quarter the blog relates to, in a timeframe agreed by both parties.
13.4 ShireWomen does not guarantee leads or social media followings from our promotional activities of our Clients, although we will do our utmost to assist Members in showcasing them to as many locals as possible.
13.5 ShireWomen provides advice and strategy to members at $110 +GST per hour, and non-members at $220 + GST per hour. The scope of works determined in the initial meeting(s) are likely to change over time and as we investigate the Client's business processes and systems. We therefore reserve the right to amend the original scope of works in line with what is going to result in the most effective outcome for our Clients business.
14.1 We do not guarantee the accuracy, integrity or quality of the content on our Website where that content is posted by Clients, Members or Sponsors. Our Website may contain information about products and services offered by third parties, including product specifications, pricing, availability, performance and editorial commentary. We are not responsible for any reliance that you place on any of this content, including, but not limited to, reviews and testimonial descriptions.
14.1.1 We are also not responsible for postings by users in the user opinion, Facebook/social media or feedback sections of our Website or for reviewing such material prior to it becoming available on our Website. We have the right, but not the obligation, to remove any content that may, in our sole discretion, be considered objectionable, for example if the content contains either language or comments that other members may find offensive, inappropriate or irrelevant.
14.2 You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, email, transmit or otherwise make available to us, including on our Website ("Your Content"). You certify that you own all intellectual property rights in Your Content.
14.3 You grant us, irrevocable, royalty-free, nonexclusive, sub-licensable licence to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute and publish Your Content and subsequent versions of Your Content for the purposes of
a) displaying Your Content on our Website,
b) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or
c) storing Your Content in a database accessible by other users, and in any such case, without attribution to you.
14.4 This licence will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
14.5 You agree to use any bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the "Forums") that we may provide, only to send and receive messages and material that are proper and related to the Forum.
14.6 ShireWomen has no affiliations with political parties or religious organisations. In order to protect the rights of our readers, members and subscribers and to ensure we do not discriminate against our readers, members, or our subscribers personal beliefs, we do not publish content that promotes any religion or religious view point or content relating to the promotion of political parties. We understand and acknowledge that all Australians have the right to religious and political freedom and to protect those rights we do not publish content relating to these subjects. By remaining neutral on this matter we believe we are protecting the rights of readers, members, and subscribers with varying belief systems.
15. Event Content and Speakers
15.1 The views expressed in presentations made at ShireWomen events or meetings or other affiliated events are those of the speaker and not, necessarily, of ShireWomen. Presentations at ShireWomen events, or the presence of vendors at ShireWomen events, does not constitute an endorsement of the vendor or speaker's views, products or services.
15.2 Should, for any reason outside the control of ShireWomen, the venue or speakers change or the event be cancelled, ShireWomen will endeavour to move the event to a different venue, or replace the speakers. In such an instance the attendee agrees that they are not entitled to claim any or all costs, damages or expenses. ShireWomen does not accept responsibility for, and the attendee indemnifies ShireWomen against, any costs, charges or fines incurred by the attendee in the process of attending the event. This agreement is subject to the laws of the New South Wales and agreement to these terms and conditions indicates acceptance of this indemnity.
15.3 ShireWomen retains the right to refuse, change or cancel speakers at any time before the event. Speakers indemnify ShireWomen harmless from form and against any and all costs, damages and expenses. Any time, effort, work or research conducted by Speakers in preparation for an event is at the discretion of the Speaker, and should the event be cancelled or the Speaking engagement cancelled, the Speaker accepts that any time, costs or effort spent is not refundable to them. Speakers accept that they will not be given compensation in any form for cancellation of speaking engagements.
15.4 ShireWomen engages Speakers in line with ShireWomen's ethical values, vision and brand. ShireWomen retains the right to decide what Speakers are invited to speak at our events, regardless of whether events are sponsored by or are in partnership with external parties. ShireWomen does not invite speakers that may offend, upset, marginalise, force religious or political comment, or damage our reputation. We also do not allow Speakers to talk should they, in our opinion, not be sufficiently experienced or qualified in the subject matter, do not share our values on equality, may discriminate or be seen to discriminate against our diverse members and attendees. We therefore do not invite religious leaders or political party leaders to speak to ensure we don't infringe on the rights or beliefs of our attendees, members and guests.
16. You hereby agree to the terms of this agreement by proceeding with payment to us, and by clicking the agreement checkbox before checkout.