Master Services Agreement

Effective September 10, 2025. 

This Master Services Agreement (“Agreement”) is entered into between:

Nicolson Pty Ltd trading as Leader Guide (ABN 93 683 699 416) of PO Box 6458, Fairfield Gardens, Queensland 4104 (“Coach/Consultant”), and

The Client (details provided at sign-up) (“Client”).

Together, the “Parties”.

1. Services

1.1 Coaching Services – guidance, accountability, and tools across leadership, marketing, sales, product, operations, and finance.

1.2 Consulting Services – implementation work, projects, or deliverables. Each plan includes a set quota of consulting hours. Extra consulting is quoted and agreed in writing before commencement.

1.3 Scope – Services will be delivered within the agreed time, scope and limits of the Client’s plan or proposal.

1.4 Exclusions – Services are not legal, financial, accounting or tax advice. Clients should obtain independent professional advice where required.

2. Term & Commitment

2.1 Coaching Services – This Agreement for coaching commences on acceptance and continues for an initial minimum term of three (3) months. After the initial term, coaching automatically renews on an annual basis unless terminated in accordance with this Agreement.

2.2 Consulting Services – This Agreement for consulting applies for the specific period, deliverables and scope set out in the proposal or statement of work agreed between the Parties. Consulting does not automatically renew unless expressly agreed in writing.

3. Cancellation & Termination

3.1 Either Party may terminate with thirty (30) days’ written notice. Services will continue during that period unless agreed otherwise.

3.2 Monthly fees due within the notice period remain payable in full and are not prorated.

3.3 Either Party may terminate immediately for breach, misconduct, or non-payment.

3.4 On termination, the Client remains liable for all outstanding fees up to the effective termination date.

4. Fees & Payment

4.1 Fees are set out in the Client’s selected plan and billed monthly in advance.

4.2 Fees exclude GST and out-of-scope expenses (such as approved interstate or overseas travel).

4.3 Invoices are issued on the 1st of each month and payable within fourteen (14) days by EFT or credit card (Stripe).

4.4 Additional consulting outside the agreed quota will be invoiced separately at agreed rates.

4.5 Fee Adjustments – Fees are reviewed at the beginning of each financial year. Clients will receive at least thirty (30) days’ prior written notice of any adjustments.

5. Sessions

5.1 Sessions are typically fortnightly (or weekly if agreed), 60–90 minutes, via Zoom or in-person.

5.2 Clients must give at least 24 hours’ notice to reschedule. Sessions cancelled late or missed without notice may be forfeited.

5.3 Client Expectations

• Coaching works best when the Client takes responsibility for their own progress.

• The Client is encouraged to follow through on actions committed to during sessions.

• The Client must keep the Coach/Consultant informed of any changes in their business or personal circumstances that may affect progress.

• Open communication is expected at all times so that support can be tailored effectively. (Help us help you)

6. Confidentiality

Both Parties agree to keep all information shared during the engagement confidential, unless disclosure is required by law or with prior written consent.

7. Intellectual Property

7.1 Proprietary Tools – All proprietary Leader Guide tools, frameworks, and resources remain the exclusive property of the Coach/Consultant.

7.2 Client Licence – The Client is granted a non-exclusive, non-transferable licence to use proprietary tools internally for their business during the Agreement. This licence ends automatically when the Agreement ends.

7.3 Bespoke Deliverables – Bespoke tools, materials, or resources created specifically for the Client under consulting services (including websites, marketing assets, or custom documents) become the property of the Client upon full payment of fees.

7.4 Websites and Digital Assets – Where the Coach/Consultant builds a website or digital asset:

• Ownership transfers to the Client upon full payment.

• The Client is responsible for hosting, content, compliance with law, data privacy, and ongoing maintenance.

• The Coach/Consultant is not liable for issues arising from the Client’s use, management, or third-party integrations of those assets.

8. Liability & Indemnity

8.1 To the maximum extent permitted by law, the Coach/Consultant is not liable for any indirect, incidental, special or consequential damages (including loss of profits, revenue, goodwill, or data).

8.2 The Coach/Consultant’s total aggregate liability under this Agreement is limited to the fees paid by the Client in the two (2) months immediately prior to the event giving rise to the claim.

8.3 The Client indemnifies the Coach/Consultant against any claims, damages, or expenses (including reasonable legal fees) from third parties arising out of the Client’s breach of this Agreement or misuse of the Services, except to the extent caused by the Coach/Consultant’s gross negligence, wilful misconduct or fraud.

9. Dispute Resolution

9.1 A Party claiming a dispute must give written notice to the other Party specifying the nature of the dispute, desired outcome, and proposed resolution.

9.2 The Parties must first attempt to resolve the dispute by negotiation within seven (7) days.

9.3 If the dispute cannot be resolved by negotiation, the Parties will attempt mediation through the Queensland Law Society. If the dispute is not resolved at mediation within a reasonable time (normally 30 days), either Party may commence legal proceedings.

9.4 All communications during negotiation and mediation are confidential and “without prejudice.”

10. Force Majeure

If something happens outside either Party’s reasonable control (for example, a pandemic, government restrictions, or natural disaster) that prevents them from meeting their obligations, that Party will not be held responsible for the delay or failure.

If the situation continues for more than six (6) months, either Party may end this Agreement by giving thirty (30) days’ written notice.

11. General

• Entire Agreement: This Agreement constitutes the entire understanding between the Parties.

• Variation: This Agreement may only be amended in writing by both Parties. For click-wrap clients, updates will be published online with thirty (30) days’ notice and apply prospectively.

• Notices: Must be in writing and delivered by email to the addresses provided at sign-up.

• Governing Law: This Agreement is governed by the laws of Queensland, Australia. Each Party submits to the exclusive jurisdiction of the courts of Queensland.

• Relationship: The Parties are independent contractors. Nothing in this Agreement creates a partnership, employment, or agency relationship.

• Severability: If any clause is found invalid or unenforceable, the remainder of the Agreement continues in effect.

12. Acceptance

This Agreement takes effect when the Client ticks the acceptance box during sign-up or renewal, or otherwise confirms agreement in writing. By doing so, the Client acknowledges they have read and understood this Agreement and agree to be legally bound by its terms.