Terms and Conditions for ABDI Business Boardroom

As at 4th September 2024

 

CLIENT SERVICES AGREEMENT

BETWEEN:

SERVICE PROVIDER:

Agri-Business Development Institute Pty Ltd (ABN 78 169 149 688) or referred to as ‘ABDI’ here on in

 AND

CLIENT:

(Business name and ABN listed at checkout)

 

For the Client to participate in the ABDI Business School (and its Activities)

 By executing this Agreement, the Client agrees to become a Member / Client (Client) of the Agri-Business Development Institute Pty Ltd (or ABDI) Business School, and its Activities; and to be bound by these Terms and Conditions.

 

SECTION 1: The Services

The ABDI Business School

The ABDI Business School (the School) is a professional development, business information, education and coaching / mentoring group-based process, designed to support Clients in better understanding and implementing Business Best Practice in their own businesses.

It functions as a community of like-minded people seeking to expand and fine tune their business operations through a process of collaboration, guidance and professional development managed by ABDI for and with clients and a peer group, including specialist contributors.

The ABDI Business School includes client member access to an ABDI Business Hub (the Hub) containing business templates and business management materials.

More in-depth professional development, business information, education and coaching / mentoring is provided through an ABDI Business Boardroom (the Boardroom) process. Boardroom membership is paid for on a per business basis (including two business members).

The Boardroom

The Boardroom education/professional development is facilitated by ABDI’s professional facilitators.

The purpose of the Boardroom is to provide guidance on business management, create momentum to support and fast track business growth plan development and implementation, plus to provide a Community of like-minded people where problems, opportunities, concerns and successes can be discussed, reviewed and fine-tuned.

The Boardroom includes invited industry specialists to support the education and professional development of members to support their business growth planning and implementation.

The Boardroom is principally delivered online. It includes optional and at additional cost face-to-face group meetings in a range of geographical settings. The Boardroom includes 1:1 ABDI and Client personalised, facilitated business growth sessions with a specific ABDI coach / mentor (the identity of the coach/mentor may change over time).

Two personalised log-ins (online access) are provided to the Boardroom for identified Client Business Members. Four separate logins are provided for access to the ABDI Business Hub only (allows access to the Hub by additional business personnel). Additional logins may be available on request or by payment for greater than two Client Business Members.

Own work is Essential

The ABDI Business School and its Activities is self-focused and self-paced, providing business (rather than production) information, professional development and education.

It does not constitute financial, accounting, counselling, marketing or other advice.

It facilitates self-identification of problems and opportunities using a facilitated, self realisation, self-learning and open discussion, peer insight based professional development process. This means business owners identify their own requirements and take their own actions to meet their own needs, using insights provided by ABDI personnel and specialist contributors, as well as their peers.

Own Advice / Advisors

Clients are also encouraged to engage with their own advisors to expand on any business changes being contemplated to ensure they are appropriate to their circumstances.

More detailed terms and conditions are provided at: https://www.abdi.com.au/terms

 

SECTION 2: Fees and Timing

This section is a summary of the fees and timing arrangements contained in this Agreement. Further detail is in the promotional materials accessed by the Client to facilitate their sign-up, plus on the ABDI website (www.abdi.com.au) .

The Hub

Access to the ABDI Business Hub commences on signing this Agreement and continues until it is discontinued.

The Boardroom

Initial engagement – during the first 6-weeks:

• Introductory Materials will be made available to the Client to ensure they understand the process / intent.
• This Cooling Off Period (non-refundable) is to ensure the Client believes the Service meets their needs; and
  • During the Cooling Off Period, there are 2 equal payments (described in the Checkout page); being
  • Payment 1 on signing this Agreement
  • Payment 2 during 4^th week in the Boardroom.
• During or at the conclusion of the first 6-weeks, the Client may formally advise ABDI that they wish to discontinue the Service for that time on.

Longer term engagement

After the first 6 weeks, the Client agrees to commit to a total 12-month engagement.

This is designed to ensure that Clients can commit to undertaking the appropriate education and professional development necessary to support their ability to identify necessary business changes, commence implementation and to trial changes, so that they can be embedded in their business longer term.

ABDI’s experience is that the 12-month engagement maximises the benefit from engagement with ABDI facilitators, specialists and peers.

ABDI has nominated 12-months as the time required for business best practice to be largely embedded in an agri-sector business (depending on the circumstances of the changes contemplated and the prevailing market and climate vagaries).

Payment timing

If you’ve opted for the monthly payment option:

• There will be 12 equal Monthly payments (as described at Checkout).
• The first payment will be deducted from your credit or debit card account automatically
• You'll be emailed a receipt from the payment manager (online).
• The second payment will be taken automatically in 30 days, and
• The third payment will be taken automatically in 60 days, and
• Continue monthly (monthly receipts provided) – until 12 monthly payments have been made.
• Then, an automatic renewal process will commence.
• After the initial 12 months you can opt out at any time by contacting ABDI on [email protected].

 

If you’ve opted for the single discounted payment:

• One single discounted payment will occur (as described at Checkout).
• One payment will be deducted from your credit or debit card account automatically.
• You'll be emailed a receipt from the payment manager (online).
• Then, an automatic renewal process will commence.
• After the initial 12 months you can opt out at any time by contacting ABDI on [email protected].

 Hub vs Boardroom Payments (Membership)

Should the Client discontinue Boardroom membership, an Individual User may continue membership of the Hub, for a fee of $97 per Individual User per month.

 

SECTION 3: Terms and Conditions

Definitions

These definitions and interpretations explain the Terms used in (of) this Agreement. Further explanation is contained in Section 4: Meaning of Terms.

Term

1. The Agreement commences on the date this Agreement is signed by the Client.
2. The Client is entitled to twelve full months of access to the Boardroom Services (defined in Section 1 and 2 of this Agreement).
3. The Client access after the 12-month term will continue automatically at the ‘current times pricing schedule’ for the Boardroom Subscription.
4. If the Client does not wish to continue with the Services outlined in Section 1 and 2, the Client must contact [email protected] in writing to advise ABDI accordingly; giving two weeks’ notice of termination of the Agreement.
5. The client recognises that the 12 full months may be varied in recognition of key industry and community holiday events such as Easter and Christmas (generally a 3-4 week break in the delivery of personalised engagement between ABDI and the Client, except for electronically delivered content; and depending on dates of Christmas Day and New Year’s Day).

Services

1. Subject to the terms of this Agreement, ABDI must supply the Services to the Client in consideration of the Client paying the Fee to ABDI.
2. As per the Services in Section 1 and 2, the Client agrees to be actively involved in the process to which they have agreed and actively utilise what is available to them in the Boardroom, Hub and/or Business School to achieve maximum results.
3. This active involvement means that clients must take their own personal responsibility to attend activities and undertake their own work to realise potential gains in their business and life (for avoidance of doubt, ABDI will not “chase” the Client to attend or undertake work to realise those gains).
4. The Client will retain access to the Boardroom, Hub and/or Business School resources and the Community until the Client advises ABDI ([email protected]) in writing, after the initial twelve-month period, that they no longer wish to participate and their payments cease.
5. The Client will retain access to the material, tools and resources they personally create, using the materials included in the School, indefinitely when stored in their own personal (not the ABDI Business School) computer filing systems.
6. ABDI will commence the provision of the Services on the date that this Client Services Agreement is signed by the Client, and will continue to supply the Services until this Agreement is terminated pursuant to these terms and/or to when the Client advises ABDI ([email protected]) in writing.
7. The Client acknowledges that ABDI may deliver the Services within a reasonable time after the Client Services Agreement is signed by the Client, as ABDI may require time to undertake consultation with the Client and time to prepare the Services.
8. The Services may be supplied by such Employees, Contractors or Agents of ABDI (Personnel) that ABDI may choose as most appropriate to carry out the supply.
9. The Client must:

• Provide assistance to ABDI, as reasonably required, so that ABDI may competently perform its duties under this Agreement; and
• Collaborate and co-operate with ABDI as ABDI makes reasonable attempts to support the Client to achieve the goals established by the
• Recognise and acknowledge that ABDI makes no representation that the goals are achievable or can be achieved.
• Complete all necessary modules and tasks to the best of their ability in an endeavour to reach thegoals set by the Client with input from ABDI. 

10. The Client (particularly those in time zones other than Australia) understands that Business School activities are conducted during Australian business hours (nominally Australian Eastern Standard Time or AEST (operating in Brisbane, Australia; which excludes Australian Daylight Saving time); and that:

• Schedules and timings of group-based experiences, such as Mastermind Group Calls or online webinars, are made to meet the needs of the majority.
• Once established to benefit the majority, they cannot be changed.
• Where not automatically provided, recent recordings of peer group webinars and telephone conferences may be formally requested by contacting ABDI ([email protected]) if unavailable through their personalised login system.

 Fees, Expenses and Debit Facility

1. In accordance with this Agreement, the Client will pay ABDI the Fee stated in Section 1 and 2 of this Client Services Agreement.
2. The Client is to nominate their preferred method of payment (please see Checkout or a corporation may make separate arrangements).
3. The fee payable by the Client for the provision of the Services is inclusive of
4. If the Client requires additional modifications to the Services (such as personalised 1:1 contact, coaching, mentoring or consulting support), additional charges may be incurred and will be discussed with the Clientprior to any work being
5. The Client has access to pause payments for a maximum of two (2) weeks, one time, while this Agreement is active (for emergencies only).
6. Once this Agreement is signed, should cancellation of this Agreement be sought by the Client for any reason, any and all unused funds or credits will be forfeited and/or remaining balance of the Term of the Agreement is to be paid in full to ABDI within 14 business days.

 Confidentiality

1. With respect to the Services, the Client must:
• Keep confidential all information and technical data disclosed by ABDI to the Client, provided that
• The Client has the right to disclose such information to its own business personnel, business advisors and other people, in so far as it is necessary for them to know the information, to support the Client in managing or expanding the Client’s business.
• Not use any of ABDI disclosures or other information or technical data except for the purposes specified in this Agreement.
2. ABDI must not, without the prior written consent of the Client, use or disclose any documents in connection with the Services of this Agreement, which is marked confidential by the Client related to the Services (“Confidential Information”), other than as necessary to provide and/or maintain the Services.
3. Despite the above, either Party may disclose Confidential Information if and to the extent that:
• Such disclosure is required by law, or
• The information is generally available in the public domain, except where that is a result of a disclosure in breach of this Agreement.

 

Intellectual Property Ownership

1. The Intellectual Property comprising the Services, or any document or thing related to the Services, and any additions or enhancements incorporated into the Services by ABDI, is owned by ABDI.
2. While this Agreement is in force, ABDI provides a non-exclusive, non-transferrable, royalty free licence to the Client to access, use, customise, communicate, and reproduce ABDI’s Intellectual Property to the extent necessary for the Client to obtain the benefit of the Services. When this Agreement ends or is terminated, the licence specified in this clause is automatically revoked, and the Client no longer has any permission to access, use, customise, communicate, or reproduce any of ABDI’s Intellectual Property.
3. Under no circumstances can our ABDI Templates (worksheets, content and other templates provided) becopied, shared or repurposed for sale.
4. The Intellectual Property in any of the Client’s pre-existing material owned by the Client prior to thecommencement of this Agreement and used in the delivery of the Services, is owned by the Client.
5. For avoidance of doubt regarding interpretation of Intellectual Property, see Section 4: Meaning of Terms.

 

Warranties, Liability, Indemnities and Limitation of Liability

1. ABDI provides the Services to the Client at the request of the
2. The Service is provided without warranty of any kind, express or
3. ABDI does not warrant that:
• The Services will be error free, or
• The Services will be provided without interruption, or
• The Services are specifically relevant to the Client’s particular needs (their purpose being to meet the needs of a range of clients, operating across varied business types and geographic locations).
4. If ABDI supplies the Services (or any part of it) negligently or in breach of this Agreement, then the Client must give ABDI the opportunity to re-supply (if appropriate) the relevant part of the Services to rectify issues raised as being of concern to the Client.
5. ABDI provides no warranty that any goal, result or objective can or will be achieved, or attained at all, or by any completion date, or any other date, whether stated in this Agreement or elsewhere.
6. Nothing in this Agreement is intended to have the effect of exempting ABDI from any applicable provisions ofthe Competition and Consumer Act 2010 or the Fair-Trading Act (or similar legislation) in each of the States and Territories of Australia where ABDI undertakes the work, except to the extent permitted by those Acts where applicable.
7. Without limiting any other term in this document, where the Client is a consumer (as defined by the ACL) butthe goods or services supplied by ABDI to the Client are not of a kind ordinarily acquired for personal, domesticor household use or consumption, ABDI ‘s liability under the consumer guarantees (as defined by the ACL) islimited, at ABDI ‘s option, to one or more of the following;
• Re-supplying the Services supplied to the Client
• Any resupply to be at no cost to the Client (under the terms of this Agreement’s operation).
8. In all other circumstances, and without limiting any other term in this document, to the full extent permitted by law, (including but not limited to the ACL, any relevant federal, State or local statute as amended from time-to-time and the common law), ABDI will not be liable in any circumstances for any Loss or Damage (includingconsequential loss or damage including loss of profit) to the Client or any property or person whatsoever arising out of or connected with these terms:
• The Client’s access to, use of, or inability to use, any of the product or
• The provision of the any product or Services under this
• The delay in delivery, delay or non-delivery of any product or Services supplied to the Client; or
• The delay in completing or a breach of this document by ABDI
9. The Client indemnifies ABDI and its Personnel against any Loss, Claim, Damage, or Expense (including legal fees on a full indemnity basis) incurred by ABDI and its Personnel, arising directly or indirectly out of:
•  Infringement of third-Party Intellectual Property, or third-Party Losses by reason of or arising out of any information supplied to the Client by ABDI and its Personnel, or supplied to ABDI by the Clientwithin or outside of the scope of this Agreement; or
• Any breach by the Client of this Agreement; or
• The Client failing to follow, or preferably interpret themselves, the reasonable recommendations or insights provided by ABDI and its Personnel.

 

Marketing Material

1. The Client authorises ABDI to use the Client’s name, and/or image; and/or testimonials; and/or business logoin ABDI’s marketing material, including on the ABDI website and in promotional documents.
2. The Client may withdraw permission for ABDI to use its name, and/or image; and/or testimonials; and/or business logo in marketing material at any time by providing written notice to ABDI.

 

Disputes

1. When a dispute arises under this Agreement, a Party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome sought, and the action believed necessary under the circumstances that will assist both in settling the
2. Each Party will then, in good faith, attempt to resolve the dispute by negotiation within the next 14 days from the date of the complaint, or a longer period if the Parties agree in
3. Except in the case of urgent injunctions, the Parties agree to attempt to resolve any dispute in accordancewith this clause prior to enforcing any other rights permitted by law in relation to this Agreement.

 

Electronic Signing

In accordance with Australian legislation regarding electronic transactions, both parties of this Agreement hereby consent to the use of electronic signatures for the signing of all documents related to this Agreement. Each Party acknowledges that electronic signatures have the same legal effect as handwritten signatures and agree that documents signed electronically shall be deemed valid and enforceable. Both parties further agree to retain and provide access to electronically signed documents in their original form as required by law.

 

Termination

1. ABDI reserves the right to immediately terminate the Agreement in the event that:
• The Client fails to pay the Fee within the Agreed Terms;
• The Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental
• If ABDI believes any of its Products or Services (Intellectual Property) is being used by the Client to commit illegal and/or unauthorised activity; or
• If the Client fails to follow the reasonable recommendations or insights provided by of ABDI and its Personnel;
• If any behaviour is displayed by the Client (or its representatives), such as, or similar to, misconduct, gaslighting, ongoing negativity towards the Services and/or ABDI and its personnel,defamation, ABDI reserves the right to remove the Clients access to the services and/or terminate this Agreement.
• ABDI reserves the right to close the Services and/or remove Client access at any time at its absolute discretion.
2. Without limiting any other term, ABDI has no liability to the Client for termination of the Agreement in accordance with this clause.
3. If, prior to the initial 6 week initial Engagement Period (see Section 2) the Client changes their mind, the Client may cancel this Agreement in writing to ABDI ([email protected]). Any amounts the Client has paid prior to the date of cancellation, including the initial two payments, as per the Checkout, will be non-refundable. ABDI will immediately release the Client from any further payments and remove the Client access to the Boardroom, Hub, Business School and the ABDI

 

Miscellaneous

1. This Agreement may only be amended in writing and duly signed by both authorised parties of the Agreement (ABDI and the Client).
2. This Agreement expresses and incorporates the entire Agreement between the parties and supersedes and excludes any prior or collateral negotiation, understanding, communication, representation, orAgreement by or between the
3. Nothing in this document makes ineffective, or reduces, any protection at law from liability which ABDI isentitled to in the state or territory of the applicable law.
4. This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the parties other Than the contractual relationship expressly provided for in this Agreement.
5. The Client does not have and must not represent that it has any authority to make any commitments on ABDI’s behalf.
6. Any legal action relating to this Agreement must be brought in any court of competent jurisdiction in the State of Queensland, and the parties irrevocably, generally, and unconditionally submit to the exclusive jurisdiction ofthe courts of that
7. Any failure by the parties to exercise any right under this Agreement in whole or in part does not operate as a waiver.
8. Any provision or part provision of this Agreement that is invalid, unenforceable, or illegal for any reason inany jurisdiction, is invalid, unenforceable, or illegal in that jurisdiction to that extent. It will not invalidate, make unenforceable or illegal, or affect the remaining provisions of this Agreement or the validity, enforceability of legality of that provision in any other jurisdiction.
9. The Client must not transfer any right or liability under this Agreement without the prior written consent of ABDI.
10. ABDI may assign its rights or liabilities under this Agreement at its absolute discretion.
11. This Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same Agreement.
12. Any notice may be served by delivery in person, by post or by email – and to the address or email of the recipient most recently notified (by the recipient) to the sender.
13. Any notice to or by a Party under this document must be in writing and signed by either the sender or, if a corporate Party, an authorised officer of the sender or the Party’s solicitor.
14. Any notice is effective for the purposes of this document on delivery to the recipient or production to the sender of a fax or email confirmation report before 4.00 pm local time on a day in the place in or to which thewritten notice is delivered, or sent, or otherwise, at 00 am on the next day following delivery or receipt.
15. The addresses for service for notices of the parties are the addresses specified above or any address a Party advises the other, in writing, from time to time.
16. Any further terms that may apply to this Agreement will be specified and included by the way of an attachment to this Agreement titled ‘Special Conditions’. In the event that there is any inconsistencybetween the terms in this Section 3 and the terms of the Special Conditions, the Special Conditions take priority.

 

SECTION 4: Meaning of Terms

Interpretations

1. In this document, unless the context requires otherwise (and whether capitalised or not):
• ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Claims means all demands, claims, proceedings, penalties, fines, and liability (whether criminal or civil, in contract, tort or otherwise).
• Client means the person or entity described in item 1 of Section
• Commencement Date means the date specified in item 2 of Section
• Deposit means the deposit specified in item 7 of Section
• Fee means the amount that the Client is required to pay to [insert the Client business name]for the supply of the Services as specified in item 5 of Section 1.
2. Goals means the targets specified in Item 5 of Section
3. GST means any tax, levy, charge, or impost implemented under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) or an Act of the Parliament of the Commonwealth of Australiasubstantially in the form of, or which has a similar effect to, the GST Act.
4. Intellectual Property (or IP) includes trademarks, patents, copyrights, process know-how, registereddesigns, or other like rights, or any right to apply for registration of any of the
5. Loss or Losses means all losses including financial losses, damages, legal costs, and other expenses of any nature.
6. Services means the services that are specified in item 4 of Section
7. Special Conditions means the terms, if any, specified in item 8 of Section
8. ABDI means the Agri-Business Development Institute, ABN 78 169 149 688).
9. Personnel means such Employees, Contractors or Agents that ABDI may choose, from time to time, as most appropriate to carry out the supply.
10. In this document, unless the context requires otherwise:
• Headings are for reference purposes only, except when there is an express reference to Sections 1 to 3 which refers to the headings labelled Section 1, Section 2, Section 3 and Section 4 respectively.
• The singular includes the plural and vice
• Words denoting any gender include all
• A reference to a person includes any other entity recognised by law and vice
• Where a word or phrase is defined, its other grammatical forms have a corresponding
• Any reference to a Party to this document includes its successors and permitted
• Any reference to any Agreement or document includes that Agreement or document as amended at any time.
• The word "including" (and related forms including "includes") is understood as meaning "including without limitation”.
• The expression at any time includes reference to past, present and future time and performing any action from time to time.
• An Agreement, representation, or warranty by two or more persons binds them jointly and severally and is for the benefit of them jointly and severally.
• A reference to an exhibit, annexure, section, attachment, or schedule is a reference to the corresponding exhibit, annexure, attachment, section, or schedule in this
• A reference to a clause described, prefaced, or qualified by the name, heading or caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit, or attachment in this documentmeans a cross reference to that clause, subclause, paragraph, schedule, item, annexure, exhibit, or attachment.
• A reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.
• The provision of this document must not be construed to ABDI’s disadvantage merely because it wasresponsible for the preparation of this document or the inclusion of any term in this document.
• To avoid doubt, and without limitation, the term “in writing” or such similar term includes by email.
• Unless expressly stated otherwise, a reference to dollars or $ is to an amount in Australian currency.
• Each person executing this document on behalf of the Client warrants and represents that theyhave full authority to enter into this Agreement on behalf of the

By subscribing to ABDI’s Business Boardroom, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.