Sage.fm Sage Agreement

Last updated March 24, 2019

About Us

Sage.fm provides an online service that strives to facilitate meaningful interactions between Users (Seekers) and their chosen Experts (Sages). These Sages are individuals who are industry leaders, or experts, in their chosen fields. They provide Users with specialised information, knowledge and guidance across a wide range of subjects and domains.

Agreement

You should read the terms and conditions of this agreement carefully.

This Agreement provides the Expert with the terms and conditions under which Sage.fm Pty Ltd (“Sage.fm”) will facilitate engagements between Experts and Users through Sage.fm’s online Marketplace platform (Marketplace Agreement).

In these terms and conditions the words, “Sage.fm”, “Company”, “we”, “our” and “us” refer to Sage.fm Pty Ltd (ACN 611 437 088) trading as Sage.fm, and includes its directors, employees and agents; and “the Expert”, "you" or "your" means the person, company, association or organisation who accepts these terms and conditions.

By accepting the terms and conditions, the Expert agrees to its obligations under this Agreement and Sage.fm agrees to provide the Expert with the Services.

1. Definitions

   In this Agreement the following expressions shall have the following meanings, unless otherwise stated:

   ‘Agreement’ means these terms and conditions as may be amended by us from time to time;

   ‘Association’ means these terms and conditions as may be amended by us from time to time; Business Pages means an associated group of Experts that are listed on a Business Page profile page on the Website. Experts in a Business Page possess similar or complementary expertise. A Business Page can only be established by a Business Page Administrator that has been invited by us to establish a Business Page. Once affiliated with a Business Page, an Expert cannot also be listed on the Website as an Expert without that affiliation.

   ‘Business Page Administrator’ means either a representative of a group that is, external of Sage.fm, a legal company or a group with a common goal or purpose, or otherwise an individual that Sage.fm has approved to form a Business Page within that person’s area of expertise.

   'Charges' means the charges set out in Clause 3, calculated at the rates set out in that clause or as published by us from time to time;

   ‘Commencement Date’ means the date Sage.fm receives a subscription fee from the Expert;

   ‘Curator’ means a person that has been appointed to represent a Business Page, where that Business Page does not also exist as an external, off-platform entity.

   ‘Engagement’ and ‘Engage’ means the Engagement between the User and the Expert through Sage.fm’s platform;

   ‘Intellectual Property Rights’ means all present and future intellectual and industrial property rights of whatever nature (whether or not registered or registrable) including but not limited to all technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written developed or brought to existence by us or you in the provision of the Services.

   'Location(s)' means Sage.fm’s online platform;

   'Services' means any services we provide pursuant to this Agreement, as set out in Clause 3;

   ‘Stated Sage’s Fee’ means the amount the Expert determines to charge for their services;

   'Term' means the Term from the Commencement Date until the Expert is notified by us of its expiration;

   ‘User’ means a person using the Website to engage with an Expert;

   ‘Website’ and ‘Site’ mean www.sage.fm.

   1. If you are contracting with us for the supply of Services directly to a third party then you shall:

      • procure that such third party shall comply with these Terms; and
      • indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms by such third party.
   2. On receipt of this Agreement you will sign a copy and return that copy to us to signify your agreement as to Services to be provided and the Charges which shall be payable. You acknowledge and agree that no Services will be provided until we have received the signed copy of this Agreement.
2. Collection of Personal Information

   1. Sage.fm will provide an online platform through which the Expert’s services are presented to Sage.fm’s Users. As an Expert, you will have the ability to:

      • Engage with Users of the Service;
      • Create a Sage.fm profile;
      • Monitor the status of your Sage.fm profile, including your rating; and
      • Determine your Stated Sage’s Fee.
   2. Sage.fm offers membership to the Service on an ongoing basis.
   3. All information that we provide is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by us or any third party. It is not within the scope of our obligations to make enquiries as to the accuracy or completeness of information that we receive from you or any third parties.
   4. We shall not be obliged to provide any Services which are not described in this Agreement.
   5. We shall only be obliged to provide the Services through the Site and Mobile Applications, unless otherwise agreed in writing.
   6. We shall use our reasonable endeavours to provide the Services.
   7. We shall use our reasonable endeavours to ensure the Services are provided in a prompt and timely manner.
   8. We will perform the Services in return for payment of the Charges.
3. How and how much do you pay us for the Services? And how do you get paid?
   1. Upon subscribing to Sage.fm, the Expert will determine their Stated Sage’s Fee. This is to be made with reference to other Experts within the Sage.fm community. The Stated Sage’s Fee should reflect the level of your expertise or experience.
   2. The Expert agrees that after determining the Stated Sage’s Fee, Sage.fm will receive a Sage Service Fee of the Stated Sage’s fee from independent Experts and from Experts affiliated with a Business Page. Sage.fm may, at its sole discretion, reduce or increase how much Sage Service Fee it takes from a Sage’s Stated Sage’s Fee.
   3. Sage.fm uses Stripe to process all transactions between Expert and User. The Expert will be paid within three days of having had an Engagement with a User.
   4. Payment processing services for Sages and/or Business Pages on Sage.fm are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or continuing to operate as a Sage or Association administrator on Sage.fm, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Sage.fm enabling payment processing services through Stripe, you agree to provide Sage.fm accurate and complete information about you and your business, and you authorize Sage.fm to share it and transaction information related to your use of the payment processing services provided by Stripe.
   5. The Expert agrees that payments will be processed using Stripe Connect, whereby we set up a Managed Sage Account to split payments between you and us at the point of sale.
   6. The Charges payable by you pursuant to this Agreement are inclusive of GST at the prevailing rate.
   7. You shall indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax other than tax levied under the law of Australia unless that loss, liability or cost is compensated by an increased payment under this Clause.
4. What are your obligations?
   1. You shall uphold your obligations under this Agreement.
   2. Your obligations include:
      • Creation and maintenance of profile

        The Expert bears the responsibility for creating a profile on Sage.fm’s Platform with a high-resolution portrait style photo, a profile summary of less than 120 words and an extended description of up to 1,000 words. Sage.fm reserves the right to make minor adjustments to an Expert’s profile without consent, including editing copy within the profile summary and extended description.

      • Pricing

        The Expert must create a retail-pricing model for Engagements with Users. This will be listed on the Service as a Stated Sage’s Fee. Note that this pricing model will be subject to the commission fees and charges outlined in Clause 4 of this Agreement.

      • Defamatory Content

        The Expert must not upload any content to Sage.fm that promotes intolerance, racism, illegal behaviour or contains defamatory content.

      • Interactions With Users

        Interactions with Users should be carried out in a manner that celebrates diversity and supports equal rights. No Expert should advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints of abuse or derogatory behaviour on the part of the Expert will see them removed from Sage.fm. This is a condition of the Agreement and any breach will see the Expert removed from Sage.fm.

      • Engagements

        The Expert should be available to provide the Services as and when their Engagements are scheduled. Each Expert’s availability to Engage with users of Sage.fm is completely at their own discretion. However, each Expert is expected to respond to requests for Engagements within a 48 hour period.

      • You acknowledge and agree that for us to be able to provide the Services without interruption at your cost, you will:

        • co-operate with and assist us in the performance of the Services;
        • promptly provide us with full and accurate information, data and explanations as and when required; and
        • inform us of any abusive behaviour by any Users of the Sage.fm’s platform.
      • You shall procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services.
      • If we are delayed or obliged to spend additional time or incur additional expenses in the performance of any of our obligations under this Agreement, by reason of your acts, omissions, failure to provide information, instructions or perform your obligations under this Agreement, then you shall pay us any additional reasonable costs and expenses incurred by or on our behalf. In this situation any agreed target time specified for the performance by us of any of our obligations shall be extended accordingly.
      • It is your obligation to ensure that any written notification we send to you confirming the terms of this Agreement correctly states the information set out in it and if that information changes during the period of this Agreement, you may write to us to request a change to it.
5. Warranties
   1. We will use reasonable care and skill in performing the Services.
   2. We will investigate any problem or error in any Services, provided that you notify us in writing within seven (7) days following delivery of the Services, giving us all necessary information to be able to investigate the problem, breach or error and limit our liability to the right to re-perform the Service.
   3. You agree to use your reasonable endeavours to ensure that the information and explanations you supply are full and accurate and notify us in writing if there is any change to the information or explanations supplied.
   4. Except as provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required at law.
   5. Except as set out in this Clause, we give no further warranties. All implied warranties are hereby excluded.
6. Liability and Exclusions
   1. Nothing in this Agreement shall in any way exclude or limit either party's liability to the other for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law it is not possible to exclude or limit.
   2. Our total liability for direct losses or damage in contract, tort, misrepresentation or otherwise arising out of or in connection with this Agreement, or the performance of our obligations under this Agreement or the provision of the Services, shall be limited to the total Charges paid (excluding GST and expenses) by you to us for the Services (as applicable) in the twelve (12) months immediately prior to the event(s) complained of.
   3. In no event shall either party be liable to the other for loss of profits, goodwill, business or anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused.
   4. The parties acknowledge that the limitations of liability contained in this Clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 6 will continue to apply after termination or expiry of this Agreement.
7. Confidentiality
   1. Both parties agree not to use or disclose confidential information relating to or owned by the other, received or disclosed to it by the other party during the term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party's employees, officers, agents or contractors directly involved in performing the receiving party's obligations.
   2. The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
   3. Any confidential information will be returned or destroyed by the receiving party at the prior written request of the owner.
   4. We will be allowed to refer to you in any publicity after performance of the Services and with your permission, during the Services.
   5. In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail.
8. Term and Termination
   1. The Services will commence on the Commencement Date and will continue in force for the term specified in this Agreement subject to any extension or any earlier termination.

   2. We may terminate this Agreement (or at our discretion, the supply to you of the Services) at our sole discretion if:

      • You have provided false or misleading information on your Sage.fm profile, particularly surrounding your qualifications, experience or suitability for particular Engagements; or
      • [If you are unable to deliver advice or guidance to Users of the platform to the standards expected by Sage.fm. Failure to reach these standards will be evidenced by consistently poor User reviews, such as receiving more than 5 reviews of below [3] stars]; or
      • If you are offensive or abusive to a User.

   3. Either party may terminate this Agreement immediately on notice if:

      • The other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach (if it is capable of being remedied); or
      • The other party is bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.
   4. On termination of this Agreement for whatever reason, we will be entitled to payment for all Charges properly incurred to the date of termination plus the Charges incurred during the notice period and any Charges specified in this Agreement.
   5. Either party can terminate this agreement with four weeks’ written notice.
9. Intellectual Property
   1. You recognise and acknowledge that all Intellectual Property Rights created out of performance of this Agreement immediately and automatically vests with us, and you will take all such steps as practicable to ensure that the Intellectual Property Rights will vest in and remain vested in us.
   2. We grant you a non-exclusive, non-transferable, revocable, license to use the Intellectual Property Rights owned by us, which have been provided to you to improve the performance of your obligations under this agreement.
   3. By posting or adding any content to the Service, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that content in any way (including, without limitation, by reproducing, changing, and communicating the content to the public) and permit us to authorise any other person to do the same thing.
   4. All conversations between you and a User on Sage.fm are confidential, unless both parties to the conversation give express consent to share the conversation. We may, with your consent, ask to see video footage of a Sage.fm conversation between you and a User.
10. Situations or events outside our reasonable control

    There are certain situations or events which occur which are not within our reasonable control. Where one of these occurs we will notify you of such and attempt to recommence performing the Services as soon as the situation, which has stopped us performing the Services, has been resolved. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue performing the Services.

11. Notices
    1. Any notice required to be given pursuant to this Agreement shall, unless otherwise stated in it, be in writing (includes email communications), sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify to the other in writing in accordance with this Clause).
    2. A correctly addressed notice sent by post shall be deemed to have been delivered 72 hours after posting, correctly addressed emails shall be deemed to have been delivered 24 hours after sending.
12. Dispute Resolution
    1. If a dispute arises under or in connection with this Agreement, before resorting to external dispute resolution mechanisms (including court proceedings), the parties must attempt to resolve by negotiation any dispute in relation to this Agreement by referring the matter to a mediator for mediation.
    2. A mediator must be appointed by the parties, or failing agreement within (15) business days of the dispute first arising, appointed by the President for the time being of the Law Institute of Victoria, or his or her nominee, and whose costs must be paid equally by the parties.
    3. If the dispute is not settled by the parties within (15) business days of a mediator being appointed, the dispute may be submitted to some alternative dispute resolution mechanisms as may be agreed in writing between the parties.
    4. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
    5. This Clause 12 survives the expiry or termination of this Agreement.
13. Indemnity
    1. The Expert agrees to waive, release, discharge and relinquish any and all claims that it has now or may have against Sage.fm which are connected with, arise out of, relate to or are incidental to the use of the Service.
    2. The Expert agrees and acknowledges that Sage.fm will not be liable or responsible for any loss or damage suffered by any User due to the actions of an Expert and the Expert will indemnify Sage.fm from and against any and all claims by a User in relation to the content created by the Expert or actions of the Expert.
    3. Sage.fm will not be liable for losses flowing from any misrepresentations, misleading statements or ill advice given by the Expert. Sage.fm simply provides the platform through which the Expert can advise Users. The expert shoulders any and all liability arising from the giving of advice.
14. General
    1. Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.
    2. We may assign, sub-contract, or otherwise transfer any or all of our rights and/or obligations under this Agreement. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with our prior written consent, which can be refused at our absolute discretion.
    3. If either party chooses to waive or ignore a breach of the Agreement, then this will not prevent that party from taking action in respect of the same type breach at a future date.
    4. This Agreement will 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. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf
    5. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' initial intent. The remaining provisions of this Agreement shall continue in full force and effect.
    6. This Agreement shall be governed by, and construed in accordance with, the laws in force in Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
    This Agreement may be executed in any number of counterparts and all counterparts taken together will constitute one instrument.
    7. This Agreement and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.