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CLIENT TERMS & SERVICE AGREEMENT

Client, you, yoursBDOPS GROUP, we, us or ourBDOPS GROUP LLC
1309 Coffeen Avenue STE 1200,
Sheridan, Wyoming 82801, USA
Email: [email protected]Start DateThe date this BDOPS GROUP SERVICE AGREEMENT is signed by the Client.Project PeriodOutlined In InvoicesServicesBDOPS GROUP will provide the Client with the following Service[s]:Outlined in InvoicesFeesTotal Fees: USDDue dates for Fees will be set out in your proposal and the relevant invoices.Cancellation Fee:
Invoice ValuePayment Method:
Outlined In InvoicesDirect Debit Request:
Outlined In InvoicesSpecial Conditions:
Outlined In InvoicesThis term of this BDOPS GROUP SERVICE AGREEMENT and the Client Terms will commence on the Start Date and continue for the Project Period plus any additional period agreed by the Client and BDOPS GROUP in writing. By signing below, the Client and BDOPS GROUP agree to the terms and conditions of this BDOPS GROUP SERVICE AGREEMENT and the Client Terms attached.You acknowledge and agree that while BDOPS GROUP’s Services are designed to maximise your chances of growing your business, and that subject to clause 4, BDOPS GROUP does not guarantee or represent that as a result of receiving the Services your business will achieve growth, acquire new clients or that the Services will meet your specific requirements. BDOPS GROUP is not a financial adviser, lawyer or taxation agent and nothing in the Services is intended to be professional advice and should not be relied on as such. You should obtain specific financial, legal or other professional advice before relying on the Services.Individual terms can be found in your service agreement and proposal via DropboxSign.CLIENT TERMSThese Client Terms, together with any BDOPS GROUP SERVICE AGREEMENT (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which BDOPS GROUP LLC Trading as BDOPS GROUP(‘BDOPS GROUP’) provides Services (defined in clause 2) to you or the company which you represent (the ‘Client’).1 BDOPS GROUP SERVICE AGREEMENT, THIS AGREEMENTThese Client Terms will apply to all the Client’s dealings with BDOPS GROUP, including being incorporated in all agreements, quotations or orders under which BDOPS GROUP is to provide services to the Client (each a ‘BDOPS GROUP SERVICE AGREEMENT’) together with any additional terms included in such BDOPS GROUP SERVICE AGREEMENT (provided such additional terms are recorded in writing).
The Client will be taken to have accepted this Agreement if the Client accepts a BDOPS GROUP SERVICE AGREEMENT, or if the Client orders, accepts or pays for any services provided by BDOPS GROUP after receiving or becoming aware of this Agreement or these Client Terms.
In the event of any inconsistency between these Client Terms and any BDOPS GROUP SERVICE AGREEMENT, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a BDOPS GROUP SERVICE AGREEMENT) will prevail over these Client Terms to the extent of any inconsistency.2 SERVICES2.1 GENERALLYIn consideration for the payment of the fees set out in the BDOPS GROUP SERVICE AGREEMENT (Fees), BDOPS GROUP will provide the Client with the services set out in a BDOPS GROUP SERVICE AGREEMENT (Services).
(b) BDOPS GROUP will provide the Services during the Work Times set out in a BDOPS GROUP SERVICE AGREEMENT, and for any additional hours agreed in writing by the parties.
(c) Unless otherwise agreed in writing, the BDOPS GROUP may, in its discretion:(i) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and(ii) withhold delivery of Services until the Client has paid an invoice in respect of any Services, including invoices for previous Services that have already been provided.2.2 SERVICESThe Client agrees that:the Client must make themselves available for a 1-on-1 call at the beginning of the Project Period, in which BDOPS GROUP will explain the project outline and process.
Services roadmap, and the materials and services that will be provided as part of the Services throughout the Project Period; during the Project Period, BDOPS GROUP will make themselves available to the Client for 1 phone call every 2 weeks in which BDOPS GROUP staff will answer specific questions the Client might have relating to the Services;
the materials that BDOPS GROUP provides to the Client as part of the Client Acquisition Coaching Services will be made available to the Client in perpetuity, however the Client will need to contact BDOPS GROUP to request a new copy of these materials if they are lost or inaccessible for whatever reason to the Client, and BDOPS GROUP will endeavour to provide those materials to the Client again within 14 days; and3 DISCLAIMERS – NO LEGAL OR FINANCIAL ADVICEAll information provided by BDOPS GROUP as part of the Services is general information.
This information is based on information you provide to BDOPS GROUP.
No information provided as part of the Services is intended to be legal or financial advice of any kind and it should not be relied on as such.
You should obtain specific financial, legal or other professional advice before relying on the Services. By not seeking such advice, you accept the risk that the information provided as part of the Services may not meet the specific needs of your business.4 GUARANTEESubject to clause 4(b), BDOPS GROUP guarantees that BDOPS GROUP will deliver the amount of leads outlined in their order invoice, within 90 days of invoice date (Guarantee).In order for the Client to be eligible for the Guarantee:
Attend every service meeting/call required of them
Implement and act on everything BDOPS GROUP recommends during the project period (For example: returning documents, following up with leads)
Notify BDOPS GROUP of any issues that the Client has been facing or questions that they have relating to the services or the growth of their business.
Record and maintain records of the actions that the client has been taking during the project period including Calls Booked and Calls Attended, Leads Chased Up, Leads Called.
Any guarantee is void if the project period is cut short, delayed or cancelled by the client.
To return invalid leads, the client must email [email protected] and provide the lead details, reasons for returns, and proof of attempts to contact. Returns are only accepted for invalid leads within 48 hours of lead delivery.5 CLIENT OBLIGATIONS5.1 PROVIDE INFORMATION AND LIAISONThe Client must provide BDOPS GROUP with all documentation, information and assistance reasonably required for BDOPS GROUP to perform the Services.
The Client must provide to BDOPS GROUP all information reasonably required by BDOPS GROUP to assess and identify the specific actions and outcomes that the Client has taken and achieved throughout the Project Period.
The Client agrees to liaise with BDOPS GROUP as it reasonably requests for the purpose of enabling BDOPS GROUP to provide the Services.5.2 COMPLIANCE WITH LAWSThe Client warrants that it will not be receiving or requesting the Services, or during receiving or requesting the Services, or otherwise during any Project Period:breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);
do anything which may cause BDOPS GROUP to breach any Law;
breach the direction of any government department or authority; or
Infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.6 CLIENT MATERIALS6.1 CLIENT MATERIALSThe Client warrants that all information, documentation and other Material (defined in clause 12) it provides to BDOPS GROUP for the purpose of receiving the Services, including financial records and information regarding its systems, procedures and all other materials relating to compliance, is complete, accurate and up-to-date.6.2 RELEASEThe Client releases BDOPS GROUP from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.7 PAYMENT7.1 FEESThe Client must pay to BDOPS GROUP fees in the amounts and at the times set out in the BDOPS GROUP SERVICE AGREEMENT or as otherwise agreed in writing.7.2 TIME FOR PAYMENTUnless otherwise agreed in the BDOPS GROUP SERVICE AGREEMENT or in writing:if BDOPS GROUP issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
in all other circumstances, the Client must pay for goods and services within 3 days of receiving an invoice for amounts payable.7.3 PAYMENT METHODThe Client must pay Fees using the fee payment method specified in the BDOPS GROUP SERVICE AGREEMENT.7.4 ONLINE PAYMENT PARTNERWe use third-party payment providers (Payment Providers) to collect payments for Services, these include Stripe and simpleinvoices.io. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.7.5 LATE PAYMENTIf the Client does not pay an amount due under this Agreement on or before the date it is due:BDOPS GROUP may immediately cease providing the Services;
BDOPS GROUP may seek to recover the amount due by referring the matter to a collection agency;
Without limiting any of BDOPS GROUP’s other rights under these terms, the Client must pay BDOPS GROUP interest at the rate of 20% per annum, on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by BDOPS GROUP; and
The Client must reimburse BDOPS GROUP for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under this Agreement.7.6 CARD SURCHARGESBDOPS GROUP reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).7.7 REFUND POLICYIf a client requests a refund for a consultancy project at any point during the project, BDOPS GROUP may choose to accept under the following terms. The client will be refunded the amount they have paid to date, less any costs incurred by BDOPS GROUP including but not limited to Ad spend, Subcontractor Costs, Time Costs and Software.For pay per lead, hybrid or commission only campaigns, no refunds are given and the minimum order volume and cancellation fee applies.8 CHANGESThe Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant BDOPS GROUP SERVICE AGREEMENT (Changes).
Unless otherwise agreed in writing, BDOPS GROUP may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.9 ACCREDITATIONSUnless otherwise agreed in writing:All displays or publications of any deliverables provided to the Client as part of the Services must, if requested by BDOPS GROUP, bear an accreditation and/or a copyright notice including BDOPS GROUP’s name in the form, size and location as directed by BDOPS GROUP; and
BDOPS GROUP retains the right to describe the Services and reproduce, publish and display the deliverables in BDOPS GROUP’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and deliverables in connection with such uses.10 THIRD PARTY GOODS AND SERVICESAny Service that requires BDOPS GROUP to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies.
The Client agrees to any Third Party Terms applicable to any goods and services supplied by a third party that the Client or BDOPS GROUP acquires as part of the Services and BDOPS GROUP will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.11 CONFIDENTIALITYExcept as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
This clause 11 does not apply to:
information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
information required to be disclosed by any law; or
information disclosed by BDOPS GROUP to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.12 INTELLECTUAL PROPERTY12.1 CLIENT CONTENTThe Client grants to BDOPS GROUP (and its subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Services.
(b) The Client:(i) Warrants that BDOPS GROUP’s use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights; and(ii) Will indemnify BDOPS GROUP from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.12.2 DEVELOPED IPAll Developed IP will be solely and exclusively owned by BDOPS GROUP.BDOPS GROUP grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Developed IP to the extent required for the Client to use, enjoythe benefit of or exploit the Services.12.3 CONSULTANT IPBDOPS GROUP grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use BDOPS GROUP IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.
Unless otherwise agreed in writing by BDOPS GROUP or in this clause 12.3, the Client will not acquire Intellectual Property Rights in any BDOPS GROUP IP under this Agreement or as part of receiving the Services.12.4 DEFINITIONSFor the purposes of this Agreement:“Client Content” means any Material supplied by the Client to BDOPS GROUP under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.
“BDOPS GROUP IP” means all Material owned or licensed by BDOPS GROUP that is not Developed IP and any Intellectual Property Rights attaching to that Material.
“Developed IP” means the Material produced by BDOPS GROUP in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material.
“Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trademarks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this Agreement.
“Material” mean tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.13 WARRANTIESThis Agreement shall be governed by the laws of Wyoming.

14 LIABILITY(Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of BDOPS GROUP to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to BDOPS GROUP by the Client in the 6 months preceding the first event giving rise to the relevant liability.
(Indemnity) The Client agrees at all times to indemnify and hold harmless BDOPS GROUP and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’: breach of any term of this Agreement; or negligent, fraudulent or criminal act or omission.
(Consequential loss) BDOPS GROUP will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Agreement or any goods or services provided by BDOPS GROUP, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.15 SUBCONTRACTINGBDOPS GROUP may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.16 TERMINATION16.1 TERMINATION BY BDOPS GROUPBDOPS GROUP may terminate this Agreement in whole or in part immediately by written notice to the Client if:The Client is in breach of any term of this Agreement; or
The Client becomes subject to any form of insolvency or bankruptcy administration.16.2 TERMINATION BY THE CLIENTThe Client may terminate this Agreement in whole or in part by written notice to BDOPS GROUP if BDOPS GROUP:has committed a material breach of this Agreement and has failed to remedy the breach within 30 days after receiving written notice from the Client; or
consents to such termination, subject to the Client’s fulfilment of any pre-conditions to such consent (for example, payment of a pro-rata portion of the agreed fees).16.3 EFFECT OF TERMINATIONUpon termination of this Agreement, the Client must promptly pay (at the BDOPS GROUP’s reques)t:The Cancellation Fee specified in the BDOPS GROUP SERVICE AGREEMENT;
any payments required by BDOPS GROUP to third party suppliers or BDOPS GROUP to discontinue their work;
BDOPS GROUP’s standard fees in relation to work already performed16.4 SURVIVALAny clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.17 DISPUTE RESOLUTIONA party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.18 NOTICESA notice or other communication to a party under this agreement must be:in writing and in English; and
delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this Agreement, in which case the notice will be taken to be given on the next occurring Business Day in that state or territory;
or when replied to by the other party, whichever is earlier.19 GENERAL19.1 GOVERNING LAW AND JURISDICTIONThis agreement is governed by the law applying in the state of Wyoming. Each party irrevocably submits to the exclusive jurisdiction of the courts of thre state of Wyoming and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.19.2 BUSINESS DAYSIf the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.19.3 AMENDMENTSThis agreement may only be amended in accordance with a written agreement between the parties.19.4 WAIVERNo party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.19.5 SEVERANCEAny term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.19.6 JOINT AND SEVERAL LIABILITYAn obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.19.7 ASSIGNMENTA party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.19.9 COSTSExcept as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.19.10 ENTIRE AGREEMENTThis agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.19.11 INTERPRETATION(a) (singular and plural) words in the singular includes the plural (and vice versa);(b) (gender) words indicating a gender includes the corresponding words of any other gender;(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;(d) (person) a reference to “person” or “you” includes an individual, the estate of anindividual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of atrustee, includes any substituted or additional trustee;(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment orannexure to or of this agreement, and a reference to this agreement includes allschedules, exhibits, attachments and annexures to it;(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;(i) (includes) the word “includes” and similar words in any form is not a word of limitation;(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or thatprovision; and(k) (currency) a reference to $, or “US dollar”, is to USD currency, unless otherwise agreed upon in writing.(l) (lead & leads) an individual or business name, email and phone number.(m) (qualified) a lead who has submitted a survey with completed answers in an opt in form.(n) (verified) the phone number and email address has been verified by our software as correct.(o) (uncontactable) a lead who cannot be contacted via phone, text or email usually due to incorrect contact information.(p) (speak to) a lead you have had communication with via either phone call, SMS or other messaging apps, email, Zoom calls or other online meeting software or in person conversations.

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