TERMS AND CONDITIONS FOR HEADER ONE

Created Inhouse PTY LTD ATF Old Pear Tree Trust trading as HEADER ONE operates the Notion for Business website: https://workflowconsultant.com.au/ its programs, program material, products, and services.

Address: 4/12 Jetty Road, Brighton

ABN: 90 160 366 135

1.Standard Terms and Conditions

These are the standard terms and conditions for Notion consulting and Notion build and apply to all contracts and all work undertaken by HEADER ONE for its Clients.

The terms ‘us’ or ‘our’ or ‘we’ or ‘Consultant’ or ‘Coach’ refers to HEADER ONE.

The terms ‘you’, ‘your’ and ‘Client’ refers to the Client.

HEADER ONE operates in accordance with Australian Competition and Consumer Law.

HEADER ONE reserves the right to refuse service to any Client if these are not aligned with our business operating principles and policies.

  1. Client Agreement

During the Notion consulting or Notion build briefing, it is your responsibility to provide HEADER ONE with clear guidelines along with the specific detail of what you may require. The quote we provide is based on our best understanding of your requirements based on the information provided. When such details are not provided, we will proceed with our understanding of your requirements and quote accordingly.

At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Therefore, it is essential that you clarify every aspect of your Notion requirements and Notion build and ensure you have been quoted on the right requirements. On your written acceptance via email of the quote this becomes the ‘Client Agreement’ and is deemed thereafter a written contractual agreement between you and HEADER ONE.

Once the Client Agreement has been finalised, any additions, changes or enhancements in the functionality of the Notion build will affect the Client Agreement and may incur additional costs and a revised delivery date.

  1. Fees and Deposits

All prices are quoted in Australian dollars and are exclusive of GST unless specified and are guaranteed for 30 days from the date of quotation. The Notion build will not be handed over until the invoice is fully paid.

  1. Supply of materials and information

You must supply all materials and information required by us to complete the work in

accordance with the Client Agreement. Such materials may include, but at not

limited to, business documentation, business structure, workflow brief, written copy, logo, photographs, graphics, video and other printer material.

The build of the Notion will not commence until all materials and information have

been supplied. Where there is any delay in supplying the materials to us which

leads to a delay of the agreed completion time, then HEADER ONE have the right to extend any previously agreed deadline by a reasonable amount.

  1. Variations

HEADER ONE will begin the Notion build after all the required information has been collected from the Client. HEADER ONE will build the Notion build to the best of the ability in the estimated timeframe; however, HEADER ONE have the right to limit the number of changes to a reasonable amount and may charge for additional changes if you make a change to the original brief per the Client Agreement.

Any major deviation from the agreed specifications of the Notion build, including

but not limited to, the functionality, the content, and per structure, per the Client Agreement will be an additional charge of $100.00 per hour (exclusive of GST).

If you fail to deliver the changes and the additions requested within the next 10 working days after receiving communication from HEADER ONE, we reserve the right to issue the final invoice of the contract.

  1. Hosting

Your Notion dashboard and build will be transferred (through duplicating the Notion dashboard built on my account) onto your Notion account.

Notion for Business https://workflowconsultant.com.au/ is not affiliated with Notion Labs, Inc., and your account will be hosted on your personal Notion account by Notion Labs, Inc.

  1. Project Delays and Client Liability

Any timeframes that HEADER ONE give are contingent upon your full co-operation and supply of materials and information.

During the development phase of the Notion build/dashboard there will be regular feedback given in order to progress the Notion services. There is an expectation that you will reply within 48 hours to requests from HEADER ONE in regard to feedback and/or additional materials or information that is needed. A failure to do so may result in a delay in the agreed timeframe for the Notion build.

  1. Approval and handover of the Notion build

On completion of the Notion build you will be notified and have the opportunity to review it. You must notify us in the writing of any unsatisfactory points within 10 working days of such notification.

Any of the work which has not been reported in writing to us as unsatisfactory within

the 10 working days review period will be deemed to have been approved.

Once approved or deemed approved, work cannot be subsequently rejected and the

contract will be deemed to have been completed and the remaining fee of the invoice

will be due within 7 working days. After the Notion build is fully paid, it will be transferred.

Once you have paid us in full for the Notion build, HEADER ONE grant you the right to use the Notion dashboard created.

After the transfer, you are the sole owner of the dashboard and all the responsibilities to use it and uphold it falls to you. HEADER ONE will log out of your account, if ever logged in, and cannot access your account to make changes on the dashboard (as it has been duplicated)

After handover, if any issues occur that are beyond what is expected from the Notion build, or at the fault of a Client’s team member’s changes or updates, then additional hours are charged at an hourly rate of $100h, to help diagnose the problem.

From handover, any support by HEADER ONE will finish. A new contract may be created and agreed to between the Client and HEADER ONE for Notion support or another Notion builder can be sourced for the Notion support.

  1. Rejected work

If you reject any of our work, or not approve subsequent work performed by use to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

  1. Payment

The invoice must be paid within 14 days from the date of issue.

  1. Late fees and charges

All outstanding invoices will incur a late penalty fee of 10% of the pending amount and an administration fee of $5 per month, from the due date.

Due date: is the date on which the payment is due as per the terms on the invoice.

Outstanding invoice: an invoice is deemed to be outstanding if the payment is still due after due after 7 working days of the expiry of the due date.

Debt collection: a Client is provided a further 7 working days after a late payment fee is applied to pay the invoice. Failure to pay will result in the outstanding amount being referred to a debt collector.

HEADER ONE will not be liable for any costs or charges associated with recovery of the outstanding amount. Any charges associated with the recovery of the debt (debt collectors, administration charges, legal fees) will be referred to the Client for processing.

If you are going to be late with your payment for a particular reason or have any queries regarding your invoice please contact HEADER ONE immediately on receiving the invoice or reminder emails, so that arrangements can be made.

  1. Intellectual property rights

a.Disclaimer: https://workflowconsultant.com.au/ is not affiliated or endorsed by Notion Labs Inc in any way. Notion Labs Inc is a productivity and note-taking web application developed by Notion Labs Inc. Another popular feature that Notion Labs Inc provides is the ability for users to make templates and share them with others.

b. You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered business logos, names and trademarks, or any other material that you supply to HEADER ONE to include in the Notion build.

c. The Client’s products, brand, and content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith.

d.The Client hereby grants HEADER ONE a nonexclusive, non-transferable license to use, reproduce, and modify the Client content solely in connection with our performance of the Consultant’s services and the production of the deliverables.

e. The Consultant retains the intellectual property rights to all items previously owned and created by the Consultant which includes workflow strategies, Notion templates, productivity methods, and organisation strategies, Notion builds and developed in relation to this Agreement. The Consultant has the right to use these templates for other clients, and the right to use any client Notion builds for future project. The Client agrees and understands that a lot of the Notion systems and Notion builds are similar in nature other Clients in the same industry as yours or other businesses, so the Notion dashboards, builds and templates created by HEADER ONE may be used for other Clients and projects as well.

f. The Client represents (informs) the Consultant and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other information and artwork furnished to the Consultant for inclusion in the Notion build, Notion consulting, Notion templates and dashboards etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements.

g. The Client agrees to hold harmless, protect, and defend Consultant from any claim or suit arising from the use of such elements furnished by the Client.

h. The Client agrees to allow the Consultant to use the Client name and website for company promotions, online portfolio, online videos, past Clients list, on social media, in person presentations for companies, in print material, etc. for advertising and promoting the Consultant services to other companies.

13. Warranties

a. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the website, my Notion builds or my Notion templates will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or on any website linked to it.

b. We make no guarantees, representations, or warranties of any kind as regards the Notion build, and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the products and services is at your sole risk. The product and services, including but not limited to any advance of information or documentation, is provided on an “AS IS” and “AS AVAILABLE” basis.

c. While we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose.

14. Relationships of the parties

The Consultant is an independent contractor, not an employee of the Client or any company affiliated with the Client. The Consultant shall provide services under the general direction of the Client, but the Consultant shall determine the manner and means by which the services are accomplished.

The services do not create a partnership or joint venture, and neither Party is authorised to act as an agent or bind the other Party.

The Client accepts that the Consultant works with other similar Clients as part of HEADER ONE offerings when it comes to Notion consulting, Notion builds and other services, therefore, free to engage others to perform services similar in nature in the same industries.

15. Consulting & Coaching

a. We may include Consulting and Coaching as part of the Services. By participating, you are indicating you understand that Coaching is not a partnership (defined as an alliance, not a legal business partnership) between you and the Consultant/Coach in a thought-provoking and creative process that inspires you to maximize personal and professional potential. Coaching is designed to facilitate the creation/development of personal, professional or business goals and to develop and carry out a strategy/plan for achieving those goals, however, results are not guaranteed, and you are responsible for any decisions you make as a result of Coaching. Your further understand that as a specialized form of consulting, Coaching is not the same as professional or licensed therapy, legal counsel, or accounting even though personal, legal, and accounting matters may be discussed as it relates to you and your business. These conversations are not to be interpreted as legal, financial, or therapeutic advice. Furthermore, you are always free to reject any advice, suggestions or requests made by the Consultant/Coach at any time as it relates to your goals.

b. You acknowledge that we have not and do not make any representations as to the future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your participation in our Services. We cannot and do not guarantee that you will attain a particular result, positive or negative, financial or otherwise, through the use of our Services and you accept and understand that results differ for each individual. We also expressly disclaim responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through any of our Services. You understand that with any business endeavour there is an inherent risk, including a loss of capital and loss of customers and therefore you assume all responsibility for any such risk.

16. Liability & Indemnity

a. The Client acknowledges that the internet is neither owned nor controlled by any one entity; therefore, the HEADER ONE can make no guarantee on the results that may be provided as a result of the work.

b. HEADER ONE represents that in good faith it shall make every effort to ensure that the Notion consulting and Notion build should function for the Client.

c. The Client does hereby expressly agree to indemnify and hold harmless the HEADER ONE, its principals, directors, partners, suppliers, agents, affiliates contractors and any third parties against all suits, actions, damages, claims, demands, or costs of any kind including but not limited to revenue loss, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, lost savings, anticipated savings, whether direct or indirect, or other incidental, consequential or special damages, punitive damages, personal injury or expense of any nature which may be suffered by the Clients or its customers, to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with HEADER ONE including the website, the use of the website, consulting services, Notion build services, Notion templates, Notion dashboards, and or any other business transactions the user or client engages in.

d. HEADER ONE are not liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises. HEADER ONE will not be responsible in the event of any loss or liability to a Client after the Notion Build is being delivered including product failure, and or damage (whether direct, indirect, or consequential), personal injury or expense of any nature whatsoever which may be suffered by the Client or its customers.

e. To the fullest extent permissible by law, HEADER ONE, its principals, directors, partners, suppliers, agents, affiliates contractors and any third parties are not liable (whether in contract or tort) for any Australian produced, overseas manufactured, internationally sourced and or imported goods, services and digital platforms, and or provided by third parties to the user, including but not limited to product quality, safety, performance, faults, defects, claims, cost, use of products, information of care, appropriate warnings and or any false and misleading information.

17. Confidential information and non-disclosure

a. Each Party acknowledges that in connection with HEADER ONE’ services it may receive certain confidential or proprietary technical and business information and materials of the other Party including but not limited to personal notion accounts, business notion account, business documentation, personal schedules, files that has been transferred or granted access to.

b. Each Party shall hold and maintain in the strictest confidence all Confidential Information and shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority.

c. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

d. The Client agrees that HEADER ONE may disclose confidential information to family members, and sub-contractors only for the purpose of delivering the services under this agreement.

18. Additional Expenses

You agree to reimburse HEADER ONE for any requested expenses which do NOT

form part of your Client agreement including, but not limited to the purchase of

specific notion templates, third party software, API and integration software, stock photographs and/or videos, domain name, embedded software, subscription and upgrades to Notion and any other software.

  1. Backups

You are responsible for maintaining your own backups with respect to your Notion account and stored data, and HEADER ONE will not be liable for restoring any Client data or Notion builds.

  1. Courts of Jurisdiction

The Client agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the law of South Australia. You and HEADER ONE submit to the non-exclusive jurisdiction of the courts in and of South Australia in relation to any dispute arising using these terms and conditions or in relation to any services we perform for you.

  1. Dispute resolution

Both parties agree:

a. To contact the other Party immediately with any concerns to be resolved quickly and effectively through friendly consultation.

b. In the event of a dispute, both Parties agree to the following Dispute Resolution Procedure:

i. To advise the other Party in writing of the nature of the dispute, the outcome you seek, and what actions you believe will settle the dispute.

ii. To meet in person or Zoom in good faith to resolve the dispute by Agreement and compromise.

iii. If the Parties cannot resolve a dispute by negotiation and discussion within fourteen (14) days, both parties agree to proceed to mediation with the assistance of a mediator, and we agree to share the costs of mediation equally.

iv. If we cannot agree on a mediator, we will request a mediator appointed by the Law Society of South Australia.

v. Litigation is a last resort and may not be commenced until, in the opinion of the appointed and accredited Mediator, the potential for negotiation and mediation has been exhausted.

vi. Both Parties agree that any dispute or issues will be confidential between the Parties and the Mediator.

vii. To protect both parties’ professional reputation and relationship, both Parties agree to refrain from discussing any dispute or related issues or disrespectfully referring to each other on any social media or a public forum.

viii. Litigation via the court process may only be considered after a genuine attempt at mediation bought by either Party is unsuccessful.

  1. Third Party Extensions

Third party extensions, where used, may not have the same level of support. Where appropriate we will substitute alternative extensions or plugins, or implement other solutions, on a best-efforts basis, where any incompatibilities are found.

HEADER ONE is not responsible or liable for any faults that are due to any introductions of new internet browsers or new browser versions, Notion updates, Notion changes, changes to search engines, changes to plugins or extensions, modules, upgrades or updates to software or hardware technologies.

  1. Limitation of Liability

To the fullest extent permitted by law, all terms, conditions, representations or warranties whether expressed or implied or statutory or otherwise relating in any way to the service HEADER ONE provides are excluded, OTHER than the express provisions of these terms and conditions.