Membership Terms and Conditions

Parties

Project Remarkable Pty Ltd ABN 48 682 857 192, a company registered in Queensland, Australia ("Remarkable Rooms", "We", "Us" and "Our").

The business named in Part 1 of the Membership Application ("You", "Your" and the "Member").

1. Definitions

In these Terms, unless the context requires otherwise:

• "Approved Representative" means an individual named in Your Membership Application, or subsequently approved by Us in writing, who is entitled to exercise the Member Benefits on Your behalf and who must be an owner, director or C-suite leader of the Member.
• "Founder" means the founder of Remarkable Rooms or any person We nominate to act in that capacity.
• "Guest" means an individual who is invited to attend a Remarkable Lunch or Remarkable Event and who is not a Member or an Approved Representative.
• "Member Benefits" means the benefits set out in clause 18, as varied by Us from time to time.
• "Member Only Content" means video recordings, booklets, guides, recordings of sessions and other resources made available to Members through the Member Platform.
• "Member Platform" means the online community platform We make available to Members and Approved Representatives.
• "Membership" means Your membership of Remarkable Rooms under these Terms.
• "Membership Application" means the application described in clause 6.
• "Membership Fee" means the fee payable under clause 38.
• "Private Remarkable Room" means a closed, invitation-only gathering convened by Us for a selected group of Members.
• "Remarkable Conference" means the annual Remarkable Rooms conference.
• "Remarkable Event" means any event convened by Us or by a State Owner other than a Remarkable Lunch or the Remarkable Conference.
• "Remarkable Lunch" means a curated lunch convened by Us or by a State Owner.
• "Selection Criteria" means Our then-current criteria for determining who may be admitted as a Guest or a Member, which We may vary at any time and are not obliged to publish.
• "State Owner" means a person We have licensed or authorised to convene Remarkable Rooms events in a particular State or Territory.
• "Subscription Term" means the initial term described in clause 30 and, where applicable, any period of continued Membership under clause 31.
• "Terms" means these Membership Terms and Conditions.
• "Third Party Benefit" means a benefit described in clause 26.

Becoming a Member

2. Remarkable Rooms convenes curated lunches, events and gatherings for established business owners and senior leaders who meet the then-current Selection Criteria, so that they may build trusted relationships and grow their businesses.

3. Attendance at a Remarkable Lunch or Remarkable Event is by invitation only. An individual may come to be invited by either of the following paths: (a) direct invitation from a Member, a State Owner or the Founder; or (b) submission of a request for consideration, followed by a conversation with the Founder or the relevant State Owner, after which an invitation may be extended.

4. Acceptance of any individual as a Guest is solely at Our discretion. We may decline any individual at any time and are not required to provide reasons.

5. A Guest who has attended a Remarkable Lunch or Remarkable Event may, at Our discretion, be invited to apply for Membership. Membership is by invitation and application only and cannot be purchased on request.

6. To apply for Membership You must submit a Membership Application, which includes: (a) Your contact details and details of Your business; (b) the names and details of the individuals You wish to nominate as Approved Representatives; (c) further information about Your business and Your intention in seeking Membership; (d) the details of a referee who is prepared to vouch for You; and (e) payment details to be used for payment of the Membership Fee.

7. Once We have considered Your Membership Application and formed the view that You would be a positive addition to the community, We will contact the referee You have nominated. If that exchange is also positive, We will then process the first payment of the Membership Fee using the payment details provided in Your Membership Application.

8. If a payment is declined, We will contact You to check the payment method or to obtain an alternative. If a second payment method is also declined, We reserve the right to charge a $20 administration fee ("Account Default Fee") in addition to the Membership Fee to cover Our administrative time, and You agree this is reasonable.

9. Once the first payment of the Membership Fee has been received by Us, We will send You an email confirming that You have been accepted as a Member ("Acceptance"). That email will include details for accessing the Member Platform, which We will use best endeavours to make available at all times.

10. We reserve the right to refuse Membership to any business, individual or organisation at Our sole discretion and without providing reasons.

11. You acknowledge and agree that You were given all relevant information required to make an informed decision about entering into these Terms, and that You have had the opportunity to obtain independent advice before doing so.

Approved Representatives

12. Membership is held by the Member. The Member Benefits are exercised on the Member's behalf by its Approved Representatives.

13. The Membership Fee includes up to two (2) Approved Representatives. Additional Approved Representatives may be added at the fee set out in clause 39, up to a maximum of four (4) Approved Representatives in total for any one Member.

14. Every Approved Representative must be approved by Us. Approval is at Our sole discretion and may be withheld or withdrawn without reasons.

15. You may apply to substitute an Approved Representative. We may approve a substitution at Our sole discretion, provided the incoming individual meets the Selection Criteria and the then-current administration fee is paid to cover Our time in assessing the individual and effecting the substitution ("Transfer Administration Fee"). You agree that this is reasonable.

16. The Member Benefits are personal to the Member and its Approved Representatives. You must not provide access to the Member Benefits to any other person, including other individuals within Your business who are not Approved Representatives, without Our express written consent.

17. You are responsible for the acts and omissions of each of Your Approved Representatives as if they were Your own, and You must ensure that each Approved Representative complies with these Terms.

Member Benefits

18. Members receive the following Member Benefits:

• Membership for up to two (2) Approved Representatives, with additional Approved Representatives available under clause 13;
• open access to book into Remarkable Lunches nationally at Member pricing, including priority access to book ahead of Guests;
• invitations to Private Remarkable Rooms;
• Member pricing across Remarkable Events;
• one (1) ticket to each annual Remarkable Conference held during the Subscription Term;
• one (1) nominated Bx membership and one (1) nominated LUX VIP membership, each provided as a Third Party Benefit in accordance with clauses 26 to 29;
• access to the national Remarkable Rooms community through the Member Platform, including Member Only Content; and
• any other benefit as determined by Us from time to time.

19. Member Only Content and the Member Benefits generally may be varied, removed or added to from time to time at Our sole discretion and without compensation or reference to You, provided that We will not materially reduce the Member Benefits taken as a whole during a Subscription Term without offering You a reasonable alternative.

20. You understand and accept that the Member Benefits are for Members and their Approved Representatives only, and You will not provide access to third parties to use Your Member Benefits without Our express consent.

Lunches, Events and Bookings

21. Remarkable Lunches, Remarkable Events and the Remarkable Conference (other than the ticket included under clause 18(e)) are ticketed and paid for separately. Ticket prices are not included in the Membership Fee.

22. There is no limit on the number of Remarkable Lunches or Remarkable Events an Approved Representative may attend, subject to availability, venue capacity, the composition of the room and Our discretion. Member pricing applies to the ticket of an Approved Representative only.

23. In the event an Approved Representative has booked and paid for a Remarkable Lunch or Remarkable Event but is unable to attend, You may allow another person to attend in that person's place, but not in addition to them, and not at Member pricing unless that person is also an Approved Representative. Guests must book at the then-current non-member price.

24. We may change the date, time, venue, format, host or content of any Remarkable Lunch, Remarkable Event or Remarkable Conference, and may cancel or reschedule any of them, at Our sole discretion. Subject only to the law, We are not liable for any cost, loss or inconvenience arising from any such change.

25. Ticket fees are payable irrespective of whether a meal is consumed or ordered.

Third Party Benefits

26. The nominated Bx membership and the nominated LUX VIP membership included in the Member Benefits are provided by third parties and not by Us. We facilitate access to those benefits only.

27. Each Third Party Benefit is granted for so long as You remain a Member and Your account with Us is not in arrears. Your use of a Third Party Benefit is governed by the terms and conditions of the relevant provider, which You must accept directly with that provider. We give no warranty as to the availability, quality or continuation of any Third Party Benefit.

28. If Your Membership ends for any reason, each Third Party Benefit ends at the same time. Where the relevant provider permits it, You may continue that membership directly with the provider on the provider's then-current terms and pricing, as a separate contract between You and that provider to which We are not a party.

29. We may substitute or withdraw a Third Party Benefit at any time, including where Our arrangement with the relevant provider ends. Subject only to the law, no refund or compensation is payable, and We will use reasonable endeavours to offer a comparable benefit in its place.

Term, Renewal and Cancellation

30. Your Membership commences on the date of Acceptance and continues for an initial minimum term of twelve (12) months ("Initial Term").

31. At the end of the Initial Term, Your Membership will continue automatically on a rolling monthly basis at the then-current Membership Fee, unless and until it is cancelled in accordance with clause 32. You do not need to take any action to renew. We will give You at least thirty (30) days' notice of any change to the Membership Fee applying after the Initial Term.

32. To cancel Your Membership after the Initial Term, You must give Us thirty (30) days' written notice by email to andrew@remarkablerooms.com.au. No other form of notice will be accepted. Payments will cease thirty (30) days after the notice is received, and any direct debit falling due within that period will still be deducted.

33. You may not cancel Your Membership during the Initial Term. If Your Membership is terminated during the Initial Term for any reason other than Our breach, all instalments of the Membership Fee remaining for the balance of the Initial Term become immediately due and payable in full.

34. Subject only to the law, We do not provide refunds for any unused portion of a Subscription Term.

35. You may apply to transfer Your Membership to another business. We may approve a transfer at Our sole discretion, provided the incoming business meets the Selection Criteria and the Transfer Administration Fee is paid. You agree that this is reasonable.

36. When Your Membership ends, access to the Member Platform, Member Only Content, Member pricing and all other Member Benefits ends immediately, and any content or data held in Your Member Platform account may be deleted. We accept no liability for information deleted in these circumstances.

37. If You do not wish to be bound by these Terms, You must not submit a Membership Application. By submitting a Membership Application and paying the Membership Fee, You are deemed to have read, understood and accepted these Terms in full.

Fees and Payment

38. The Membership Fee is $2,500 plus GST per year for a Membership covering up to two (2) Approved Representatives.

39. Each additional Approved Representative is $1,000 plus GST per year, up to a maximum of four (4) Approved Representatives in total.

40. The Membership Fee is payable by twelve (12) equal monthly instalments in advance, by direct debit or recurring card payment. The first instalment is processed on Acceptance and each subsequent instalment on the corresponding day of each following month.

41. All sums and amounts specified in these Terms are exclusive of GST unless expressly stated otherwise.

42. You will ensure that any payment method You provide has sufficient funds and remains valid. If a card is due to expire during a Subscription Term, You will provide replacement details before the current card expires.

43. Charges that fail to process against Your nominated payment method will be re-attempted on a daily basis. If that payment method continues to fail, We may attempt to charge any other payment method previously provided by You in connection with Your account. You accept that any payment method held on Your account may be charged for Membership Fees, ticket fees or any other amount payable to Us.

44. The costs associated with failed payments will be passed on to the cardholder without notice. An Account Default Fee of $20 will be charged for each instance of late payment where manual intervention is required to obtain payment, to cover Our cost of labour. This may be done without notice.

45. We may charge any payment method on Your account for any Remarkable Lunch or Remarkable Event attended and not paid for.

46. We may charge any payment method on Your account for any Membership Fee not paid by its due date, or where another payment method on the account has been declined for any reason.

47. We do not store card details. Card details are held by the third-party payment provider We use, which is currently Stripe and which may change from time to time. By providing payment details You accept the terms of that provider and hold Us harmless for any loss or third-party payment provider fee.

48. You shall pay for all costs incurred by Us (including costs for which We may be contingently liable) in any attempt to collect monies owed by You under these Terms, including debt collection agent costs, location search costs, process server costs and solicitor costs on a solicitor/client basis.

49. A fee of $50 plus GST will be charged should outstanding monies be referred to a debt collection agency. This fee covers the costs incurred by Us in preparing the matter for collection and is in addition to any fee charged by the debt collection agency.

50. We may add additional membership levels and benefits in future and You will be invited, but not obliged, to purchase any new offering. If We permit You to upgrade during a Subscription Term, You will not be able to downgrade to the earlier package, as that arrangement will be terminated upon You entering into the new one.

Conduct and the Protected Room

51. Remarkable Rooms operates as a protected room. You and each Approved Representative must conduct yourselves professionally and with discretion at all times, at and in connection with any Remarkable Lunch, Remarkable Event, Private Remarkable Room, the Remarkable Conference and on the Member Platform.

52. Information shared by another attendee in the course of a Remarkable Lunch, Private Remarkable Room or Remarkable Event, or on the Member Platform, is shared in confidence. You must not disclose that information outside the room, or use it other than for the purpose for which it was shared.

53. You must not use Remarkable Rooms, the Member Platform or any attendee list as a source of contacts for bulk marketing, mass solicitation, recruitment campaigns or the promotion of investment or business opportunities, and You must not add any person You meet through Remarkable Rooms to any marketing list without their express consent.

54. You must not hold yourself out as endorsed by, affiliated with or speaking on behalf of Remarkable Rooms, and You must not use Our name, marks or imagery in Your own marketing, without Our prior written consent.

55. We may immediately terminate Your Membership, or the status of any individual Approved Representative, if You or that individual have breached, or acted inconsistently with these Terms or the spirit of them, or are (in Our sole discretion) causing or likely to cause reputational damage to Remarkable Rooms or to any Member. Any ancillary contract, verbal, written or assumed, currently in place with Us will be terminated as well without penalty to Us.

56. If We terminate under clause 55 during the Initial Term, no refund is payable for upfront payments and the balance of the Membership Fee for the Initial Term is due in full.

Use of the Member Benefits by You

57. In order to access some or all of the Member Benefits, You may be required to provide information about Yourself and Your Approved Representatives (such as identification or contact details) as part of registration, or as part of continued use of the Member Benefits. You agree that any registration information You provide will always be accurate, correct and up to date.

58. You agree that You will not engage in any activity that interferes with or disrupts the Member Benefits, the Member Platform or any event, and You indemnify Us, Our directors, shareholders, contractors, agents, employees, heirs and assigns from any cost, expense or loss incurred from Your acts, omissions or negligence, whether or not intentional.

59. You understand that all information, including data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images ("Content"), which You may have access to as part of, or through Your use of, the Member Benefits are and must remain at all times the intellectual property of Remarkable Rooms and/or the relevant Speaker. You consent to the capture of such information where it includes images of You or Your Approved Representatives, and agree not to do anything that would infringe those intellectual property rights.

60. Under no circumstances shall You resell the Content or otherwise deal with it (whether or not for any form of financial gain, and whether direct or indirect), or derive any other economic benefit from the Content or any materials or intellectual property You have access to as part of Your Membership. Breach of this clause may result in termination of Your Membership and a claim against You, as reasonably determined by Us.

61. You agree that You are solely responsible for, and release Us from any liability to You or to any third party for, any Content that You create, transmit or display while using the Member Benefits or while interacting with other Members, Approved Representatives or Guests, and for the consequences of Your actions, including any loss or damage We may suffer.

62. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through the Member Benefits or any social media account connected directly or indirectly to Remarkable Rooms. By submitting, posting or displaying that Content You grant Us a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute it. This licence is for the sole purpose of enabling Us to display, distribute and promote the Member Benefits.

63. You agree that this licence includes a right for Us to make such Content available to other companies, organisations or individuals with whom We have relationships for the provision of syndicated benefits, and to use such Content in connection with the provision of those benefits.

64. You understand that We, in performing the required technical steps to provide the Member Benefits, may: (a) transmit or distribute Your Content over various public networks and in various media; (b) make such changes to Your Content as are necessary to conform and adapt it to the technical requirements of connecting networks, devices, services or media; and (c) continue to distribute, transmit or adapt that Content during and following Your Membership.

65. You confirm and warrant to Us that You have all the rights, power and authority necessary to grant the above.

Speakers

66. We may, at Our sole discretion, select speakers for the Remarkable Conference and for any Remarkable Lunch, Private Remarkable Room or Remarkable Event ("Speaker"). In selecting a Speaker We may consider, among other things, the Speaker's expertise, relevance to the theme and audience engagement potential. We reserve the right to amend or replace a Speaker as We deem necessary.

67. We may invite You or an Approved Representative to be a Speaker. By accepting that invitation, that person is considered a Speaker and grants Us an irrevocable, non-exclusive, royalty-free licence to use, reproduce, distribute and publicly display any submitted materials, including presentations, videos and documents, for the purposes of promoting or archiving the relevant event. This licence includes adaptation or publication through the Member Platform, provided acknowledgment of authorship is maintained.

68. If a Speaker becomes unavailable for any reason, We will make reasonable efforts to secure a suitable replacement or to reschedule. Subject only to the law, We are not liable for any disruption, loss or inconvenience arising from the unavailability of a scheduled Speaker, no refund will be available, and whether the event continues with an alternate Speaker or no Speaker remains at Our sole discretion.

69. All Speakers must execute a Speaker Agreement stipulating their obligations, including submission deadlines for materials, standards for professional conduct and compliance with Our policies. Failure to adhere to the Speaker Agreement may result in withdrawal of the speaking opportunity without compensation.

Privacy and Communications

70. We collect, hold and use personal information in accordance with Our Privacy Policy, which is available on Our website and forms part of these Terms.

71. You agree that We may add the contact details of You and Your Approved Representatives to Our database and use them to administer Your Membership and to send information about Remarkable Lunches, Remarkable Events, the Remarkable Conference and related opportunities.

72. Because We use email to communicate information that is critical to Your Membership, including booking confirmations, event changes and account matters, You agree not to mark those communications as spam and acknowledge that You will continue to receive them for the duration of Your Membership. You may unsubscribe from purely promotional communications at any time.

General

73. No guarantee of outcome. We provide access, introductions and rooms. We do not guarantee any sale, client, partnership, referral, investment or profit arising from Your Membership, and it is Your responsibility to make use of the Member Benefits.

74. Variation. We may update these Terms at any time. The updated Terms apply to You on and from the date they take effect, and in any event upon any continuation of Your Membership under clause 31. We will notify You of any material change.

75. Notices. Notices to Us must be sent by email to andrew@remarkablerooms.com.au. Notices to You will be sent to the email address recorded on Your account, and are deemed received on the day of sending.

76. Events beyond Our control. We are not liable for any failure or delay in providing the Member Benefits to the extent it is caused by an event beyond Our reasonable control, including illness, venue failure, natural disaster, industrial action, failure of a third-party platform or government direction.

77. Consumer guarantees. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy You have under the Australian Consumer Law that cannot lawfully be excluded, restricted or modified.

78. Severance. If any provision of these Terms is found to be unenforceable, it is severed and the remaining provisions continue in full force.

79. Entire agreement. These Terms, together with Your Membership Application and Our Privacy Policy, record the entire agreement between You and Us in relation to Your Membership and supersede all prior representations and arrangements.

80. Governing law. These Terms are governed by the laws of Queensland, Australia, and You submit to the non-exclusive jurisdiction of the courts of that State.