Effective Date: 1 Oct 2025
Platform Operator: Global Mentoring Academy Pty Ltd (“GMA”, “we”, “us”, “our”)

1. Purpose of the Platform

GMA operates a global platform that connects independent mentors and consultants (“Mentors”) with individuals and organisations (“Clients”) seeking professional mentoring and consulting services.

GMA provides administrative, technology, invoicing, and payment collection services and does not itself deliver mentoring or consulting services.

2. Independent Contractor Relationship

2.1 Mentors participate in the platform as independent contractors.
2.2 Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between GMA and any Mentor.
2.3 Mentors control how services are delivered and may accept or decline engagements at their discretion.

3. Client Engagements and Payments

3.1 Clients contract through the GMA platform.
3.2 GMA acts as a collection and administration agent for Mentors.
3.3 Clients make a single payment to GMA.
3.4 GMA deducts its platform service fee and pays the remaining amount to the Mentor in accordance with the payout schedule.
3.5 GMA does not guarantee any minimum volume of work or income.

4. Platform Fees

4.1 The standard platform service fee is 15% of gross client fees, unless otherwise agreed in writing.
4.2 Platform fees cover platform operations, administration, technology, and compliance.
4.3 Fees may be reviewed periodically with notice.

5. Taxes and Compliance

5.1 GMA does not withhold taxes from Mentor payments.
5.2 Mentors are solely responsible for their own tax obligations, registrations, and compliance in their country of residence.
5.3 Mentors confirm they are legally permitted to provide mentoring or consulting services in their jurisdiction.

6. Confidentiality and Client Information

6.1 During participation on the platform, Mentors may receive access to confidential information, including but not limited to:

• Client identities and contact details
• Client business information
• Engagement details
• Platform materials and processes

6.2 Mentors must treat all such information as strictly confidential.

6.3 Client and Contact Information Introduced by Mentors

By agreeing to join and participate in the Platform, the Mentor acknowledges and agrees that:

a) Any client, customer, contact, lead, or business relationship that the Mentor introduces to, records on, or engages through the Platform (“Introduced Contacts”) may be used by GMA for legitimate platform and business purposes.

b) In the event that the Mentor ceases to be a participant on the Platform for any reason, GMA may continue to retain and use such Introduced Contacts, including associated business information, for ongoing and future platform business activities.

c) This right of use survives termination of the Mentor’s participation and continues in perpetuity, subject to applicable privacy and data protection laws.

d) Nothing in this clause transfers ownership of personal data where prohibited by law; however, the Mentor irrevocably grants GMA the right to retain and use such contacts for platform-related business purposes.

7. Restrictions on Use, Sharing, and Sale of Information

7.1 Mentors must not, without the prior written consent of GMA, directly or indirectly:

a) Share, disclose, sell, license, rent, or distribute any client contact lists, client information, or client data obtained through the platform
b) Share or sell any digital content, materials, recordings, documents, or resources accessed or created through platform engagements
c) Use client information for purposes outside the specific engagement arranged through the platform
d) Compile, extract, or recreate client databases from platform access

7.2 This restriction applies during participation on the platform and after termination.

7.3 Any permitted sharing or use of information must be:

• Specifically approved by GMA
• Clearly documented in writing
• Limited to the approved purpose only

8. Non-Circumvention

8.1 Mentors must not bypass the platform to contract directly with Clients introduced through the platform during the restricted period specified in the Mentor Participation Agreement.
8.2 This includes direct billing, side agreements, or referral to third parties without platform involvement.

9. Intellectual Property

9.1 GMA retains ownership of:

• Platform software and systems
• Branding and marketing materials
• Platform documentation and processes
• Any content created specifically for GMA after a mentor joins GMA

9.3 Any content created specifically for a Client engagement is subject to the terms agreed for that engagement.

9.3 Mentor-Owned Digital Content

a) Mentors retain ownership of their pre-existing intellectual property. Any digital content, materials, tools, documents, recordings, templates, or resources that are created or owned by the Mentor prior to joining the Platform or independently of the Platform (“Mentor Content”) remain the exclusive intellectual property of the Mentor.

b) GMA does not acquire any ownership rights in Mentor Content and does not have the right to sell, license, reuse, or distribute such Mentor Content beyond its use for the specific engagement for which it was provided.

c) Upon termination or cessation of the Mentor’s participation on the Platform, GMA will cease all use of Mentor Content and will remove such content from the Platform within a reasonable period, except where retention is required by law or for accounting or dispute resolution purposes.

d) Any limited permission granted to GMA to host or display Mentor Content during platform participation is revocable and automatically ends upon termination.

10. Data Protection

10.1 Mentors must comply with applicable data protection and privacy laws.
10.2 Client data must be stored, accessed, and used securely and only for authorised purposes.
10.3 Any data breach or unauthorised access must be reported to GMA immediately.

11. Termination

11.1 Either party may terminate participation in accordance with the Mentor Participation Agreement.
11.2 Upon termination:

• Outstanding completed work will be settled in the normal payout cycle
• Confidentiality and data protection obligations continue to apply

12. Limitation of Liability

12.1 GMA is not liable for the acts, omissions, or advice of Mentors.
12.2 To the maximum extent permitted by law, GMA’s liability is limited to platform fees received in the preceding three months.

13. Governing Law

13.1 These Terms are governed by the laws of Queensland, Australia.
13.2 Any disputes are subject to the exclusive jurisdiction of the courts of Queensland.

14. Acceptance of Terms

By using the platform, submitting an onboarding form, or accepting engagements, Mentors confirm that they have read, understood, and agreed to these Platform Terms & Conditions.

15. Breach, Penalties, and Remedies

15.1 Breach of Terms

A breach includes, but is not limited to:

• Unauthorised sharing, sale, licensing, or disclosure of client information, contact lists, or platform data
• Sharing or selling digital content, recordings, materials, or resources accessed through the platform without written consent
• Circumventing the platform to deal directly with clients introduced by GMA
• Misrepresenting the relationship with GMA
• Any misuse of confidential or proprietary information

15.2 Immediate Remedies Available to GMA

If GMA reasonably believes a breach has occurred, GMA may, without prior notice:

a) Suspend or restrict the Mentor’s access to the platform
b) Withhold unpaid amounts reasonably related to the breach, pending investigation
c) Terminate the Mentor’s participation on the platform
d) Disable access to platform systems, content, or client information

These actions do not limit GMA’s other rights or remedies.

15.3 Financial Penalties

Where a breach involves misuse, sale, or unauthorised sharing of client information or platform content:

a) The Mentor agrees to pay liquidated damages equal to the greater of:

• AUD 10,000, or
• The total platform fees earned by the Mentor in the preceding 12 months

b) If GMA can demonstrate actual losses exceeding the above amount, GMA may recover those additional losses.

The parties agree that this amount represents a genuine pre-estimate of loss and is not a penalty.

15.4 Loss of Future Earnings

In the event of a serious breach:

• The Mentor forfeits eligibility for future engagements through the platform
• Any outstanding opportunities or referrals may be reassigned
• No compensation is payable for lost future work

15.5 Recovery of Costs

The Mentor agrees to indemnify GMA for:

• Legal costs (on a full indemnity basis where permitted by law)
• Investigation and enforcement costs
• Regulatory or compliance costs arising from the breach

15.6 Injunctive Relief

The Mentor acknowledges that unauthorised use or disclosure of client or platform information may cause irreparable harm.

GMA is entitled to seek urgent injunctive or equitable relief (including court orders) to prevent or stop such breaches, without the need to prove actual damages.

15.7 Continuing Obligations

Confidentiality, data protection, non-circumvention, and information-use obligations:

• Continue after termination of platform participation
• Apply regardless of how the Mentor exits the platform

15.8 No Waiver

Failure by GMA to enforce any right or remedy at any time does not waive the right to enforce that right or remedy later.

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