Terms and Conditions

Current at 1 September 2021

TERMS

Changemakers refers to all participants in our community - Specialist Business Members, Clients and Partners

Specialist Members (or Specialists) is the term for our pre-vetted business members

Clients are the individuals, businesses and organisations who seek services and products from Specialist Members

HQ refers to The Xfactor Collective virtual headquarters

PASSPORT refers to the business network membership program for Specialist businesses

CONCIERGE refers to the central helpdesk at The Xfactor Collective that provides specialist triage service to Clients, Partners and Specialists

PLATFORM is the website, technology and services that power the online component of The Xfactor Collective

LOUNGE is the online community for Specialist Members which is moderated and curated by HQ (currently run on Slack) 

Social Impact is a broad term designed to capture the continuum of social change-making activity. Social impact projects create public value, strengthen the lives of individuals, families and communities and address complex social challenges.

You refers to prospective and existing Specialist Business Members

We/us/our refers to the management and executive team of The Xfactor Collective Pty Ltd

OVERVIEW

The Xfactor Collective ('the Collective' herein) is owned and operated by The Xfactor Collective Pty Ltd ACN 79 630 374 515.

The Xfactor Collective is the facilitator of a social impact specialist network and marketplace community. The Xfactor Collective brings together a network of pre-vetted Specialist Members; helps to connect Clients and Specialist Members through a CONCIERGE specialist triage service; and provides Specialist Members with a business networking membership program; and runs its own learning and professional development programs.

The Xfactor Collective provides the PASSPORT program to you subject to the following Terms, which may be updated occasionally, at our sole discretion. Changes to the main features, pricing and protocols within the PASSPORT program will have the input of the Member Reference Group (MRG). Some changes may require us to update or add information to the Terms and Conditions. Such instances will be clearly indicated. These changes will be communicated to you within 14 days. Specialist Members will be notified by the LOUNGE and email. By continuing membership, you agree to be bound by the current version of these Terms.

The most current version of these Terms will always be on this page of the PLATFORM and will supersede all previous versions. By continuing membership, you agree to be bound by the current version of these Terms.

OUR COMMUNITY VALUES & ETHOS

• We support each other and our clients to be BRAVE and take chances
• We all PARTICIPATE to help the Collective grow. When the Collective wins, we all win
• We make every decision through a lens of 5WIN prism – a win for our Partners, Specialist business members, Collective HQ, our clients and the community/beneficiaries they serve, If it doesn't meet this 5WIN approach/filter, we don't do it.
• We RESPECT each other and our clients’ skills, visions and aspirations
• We CARE about social change and supporting more people to fulfil their ambitions and potential
• We believe in and uphold GOOD OLD-FASHIONED values of accountability, trust, honesty, responsibility, fairness and kindness

INTERNATIONAL SPECIALIST MEMBERS

We do not represent or warrant that the PASSPORT program or our PLATFORM contained herein complies with the laws of any country outside of Australia. If you reside outside Australia and access and use this PLATFORM, you do so at your own risk, and under the relevant Australian laws.

OUR OBLIGATIONS TO YOU

In brief, we agree to be fair, honest and kind.

In detail, we provide, whether regularly or from time to time, the following service(s):

• Online member LOUNGE (currently provided on the Slack App)
• Physical and virtual member events, meetings and discussion forums
• Access to trainings, support, advice, discounts and special offers
• Opportunities to write articles or speak at events
• Introduction and connections to prospective new clients, and also to other Specialist Members for collaborations and cross-referral opportunities
• Promoting your business services through our communications channels,
• Updates via emails and by posts lodged on the online member LOUNGE
• Self-managed online profile page
• Opportunity to participate in learning and development programs that we offer in the sector
• Opportunity to contribute to the growth and success of The Xfactor Collective

We agree to:

• Ensure, as far as practically possible, the accuracy of information presented about Specialist Members,
• Action all referrals within 3 business days of receiving the submission/introduction from Specialist Members.
• Provide Specialist Members with opportunities to be promoted through the Collective's media networks. Where the Collective provides Specialist Members with an opportunity to write content for the CAMPFIRE blog, the Specialist Member agrees to provide the Collective with original content that does not infringe copyright. Blogs and articles must be of a high editorial standard for inclusion. The Collective reserves the right to refuse publication and to request edits.
• Provide Specialist Members with regular updates about the strategy, progress and achievements of the Collective. This will be through Member Meet Up events, live and recorded videos, posts on the LOUNGE and emails. There may also be face-to-face meet-ups for Specialist Members, which may include a small fee to participate (a fee that helps us to cover the cost of catering and venue hire)
• Provide a business network program that aims to help Specialist Members achieve business opportunities and connect and collaborate with other Specialist Members.

MEMBERSHIP PAYMENTS

• Membership payments can be made through Stripe or EFT.  These options have been selected as a simple and straightforward mechanism for Specialist Members. The Xfactor Collective or The Xfactor Collective Pty Ltd will be the company name listed on payment confirmations and receipts.
• Debits will automatically be drawn on the renewal date unless you choose to cease the arrangement through your settings in our PLATFORM
• Where a debit fails to run, due to insufficient funds, card expiry or any other reason, you will be required to pay outstanding membership fees via EFT, while the matter is being resolved and rectified.
• The pricing for PASSPORT is introductory pilot pricing. The pricing will be reviewed annually.

PASSPORT FEES & PROTOCOLS

• All Prospective Members pay a non-refundable Application Fee ($275 including GST). This is paid once accepted into the Reference Checking Stage. It is non-refundable and covers a portion of the costs involved for us to run the Reference Checking.
• All Specialist Members pay either a monthly or annual fee (annual is non refundable). This payment or recurring payment is established and required upon the successful completion of the Reference Checking Process. Membership Fees are inclusive of GST. (Please note, and as advised over May-July 2021, the monthly direct debit option will be phased out by December 2021). From January 2022, the payment method will be annual (Stripe or EFT).
• Protocols for Management Fees will be kept current on the PLATFORM, and may be updated occasionally. Changes to the protocols will be communicated to all Specialist Members within 14 days. Some changes may require us to update or add information to the Terms and Conditions. Such instances will be clearly indicated. By continuing membership, you agree to be bound by the current version of these Terms. GST is payable on all Management Fees.
• Specialist Members who do not follow the Protocols for Management Fees will forfeit their membership with The Xfactor Collective. Two written warnings will be issued before the Specialist Member forfeits their membership.
• All Specialist Members agree to 1) Add all opportunities to their Projects Portal, 2) Keep us updated on Project Status on a regular basis, 3) Convey to us why the project opportunity was lost or cancelled, 4) Set up and pay invoices on a timely basis. Specialist Members who do not pay invoices will forfeit membership.
• We will provide Specialist Members a cash ‘Thankyou Bonus’ for all opportunities referred into the Collective that is successful (converts to paid project), meaning that the referral results in a paid project for a Specialist Member. The Thankyou Bonus is paid to Specialist Members after the Collective has collected the Management Fees for the project.

YOUR OBLIGATIONS TO US

In brief, we want Specialist Members to be fair, honest and kind.

In detail, Specialist Members agree to the following terms:

• You will participate in a way that reflects the Community Values and Ethos of the Collective, especially with the way that you interact with CONCIERGE, HQ, other Specialist Members, Clients, Partners and Suppliers of The Xfactor Collective.
• You will abide by the Member LOUNGE Guidelines outlined on the online member LOUNGE.
• You will only promote your Services in categories where you have practical experience, as per the criteria for membership.
• You will not share or disseminate any documents, nor share commercial information in relation the Collective without written confirmation from the CEO of the Collective.
• You will provide sufficient information and a photograph for your Profile Page, and update details on a periodic basis or as requested. You agree for any supplied photographs to be used in marketing collateral.
• You agree to help promote the Collective through your networks.
• You agree to have your email and phone number shared on the Specialist Business Member internal contact list.
• You agree to be promoted within the media networks of the Collective and partners/alliances of the Collective.
• You will provide feedback to the Collective related to client projects that you receive through your involvement with the Collective, when requested by the Concierge Managers and/or CEO.
• Where you are connected to a new project/client through the CONCIERGE or PLATFORM, you agree to the Expectations and Requirements Protocols that are kept current on the Platform, which may be updated occasionally, at our sole discretion, with or without notice to you. 
• You agree to provide accurate, correct and complete information during the registration process and to update such information to keep it accurate, current and complete.
• You warrant that any testimonials shown on your listing are genuine and where possible clearly show the source of the testimonial.
• You warrant that the material you upload to the PLATFORM does not infringe any third party’s rights, be it copyright or other rights.
• You agree that you will not assign or transfer your membership or membership rights to anyone.
• You give the Collective permission to post on its social media channels about your services, and post or re-post photos or posts shared by you in social media.
• You confirm that you hold and continue to hold all required qualifications, licenses and insurances to provide the services that you represent to provide. You must carry Professional Indemnity Insurance at minimum and be able to upload a copy of a Certificate of Currency as part of your membership with us. You understand that are not protected by any insurances carried by The Xfactor Collective Pty Ltd.

GENERAL

Agreements: The Collective is not party to any agreement entered into between a Client and a Specialist. Any agreement between a Client and a Specialist is solely between the Client and the Specialist.

Amendment: These Terms will be amended as the programs and PLATFORM functionality grows. All Specialist Members will also be invited to provide feedback, ideas and input to help inform improvements, functionality and enhancements.

Cancellation:

• Where a Specialist Member is in violation of the terms, values or protocols of the Collective, two written warnings will be provided to a Specialist Member. If the Specialist Member breaches the terms, values or protocols again, they automatically forfeit their membership. The Collective also reserves the right, at any time and without prior notice, to remove a Specialist Member profile, if in its discretion it considers the Specialist Member to have damaged the reputation of the Collective.
• If a Specialist Member wishes to cancel their membership, they will need to do so by emailing the CEO Julia Keady and providing 3 months paid notice (if paying monthly). The Collective agrees to remove the Specialist Member from the PLATFORM within 10 business days, if instructed to do so.

Compliance: The Collective requires all Specialist Members to be compliant with all local and national laws and requirements, including all requirements for appropriate insurances including but not limited to public liability and professional indemnity insurance.

Copyright and Intellectual Property: The PLATFORM contains materials that are owned by or licensed to the Collective. All materials used in connection with PASSPORT or PLATFORM (or any other programming such as #askXFACTOR LIVE and THE X-CHANGE) are unregistered or registered trademarks of the Collective. All videos recorded during #askXFACTOR LIVE, or recorded for THE X-CHANGE or other programming run by The Xfactor Collective remains the copyright and intellectual property of The Xfactor Collective, and while it can be shared by Specialist Members, the ownership remains with The Xfactor Collective.

Dispute Resolution: Parties endeavour to settle any dispute by meditation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of both parties. If mediation is unsuccessful, one or both parties may agree to terminate the membership.

Fees: PASSPORT and Management Fees are outlined above. The processes to follow will be managed through the CONCIERGE. All fee structures and pricing will be reviewed annually and may change at the discretion of management.

Force Majeure: The Collective will not be liable for any delay or failure to perform its obligations under the Terms if such delay is due to any circumstance beyond its reasonable control. This includes natural and unavoidable catastrophes, or circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible.

Indemnity: Each Specialist agrees to defend and indemnify and hold The Xfactor Collective (and its parent, related bodies, officers, directors, contractors and employees) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses arising from or connected to the Specialist's use or access of any programs or PLATFORMS run by The Xfactor Collective.

Limitation of Liability: Access to the PLATFORM is not warranted to be uninterrupted or fault free. Our services may be interrupted at any time or cease operation altogether. We take no responsibility for any failures, delays, or interruptions in the delivery of any content contained on our PLATFORM.

Non-Compete: For the duration of membership, and for 24 months after leaving the Collective, Specialist Members agree not to directly or indirectly engage in activity that competes with the Collective. This does not preclude Specialist Members from being part of other 'specialist groups or collectives', but it precludes Specialist Members from creating specialist clusters; inviting other members to join/create a larger consultancy; profiling other Specialists on their websites in a way to detract from the Collective; creating a Platform, programming or community of specialists, triaging services that directly or indirectly competes with The Xfactor Collective. This covenant will apply in the geographical areas where The Xfactor Collective operates.

Assignment: The Collective may assign its rights under these Terms and Conditions.

CONTACT/QUESTIONS

If you have a question or concern about these Terms, please contact us via email at askxfactor@xfactorcollective.net or by mail to PO Box 1211, ELWOOD VIC 3184.

Management Fee Protocols

Current at 1 December 2021

All opportunities created, received and shared through The Xfactor Collective attract a 10% (plus gst) Management Fee payable to The Xfactor Collective within 30 days of receipt from the Client.

This is based on the 5WIN Prism by which we make every decision and policy. When we win, we all win. 

You may pay this Management Fee within 30 days of the project starting or you may break this Management Fee down to match the payment milestones you are billing the Client and pay each milestone Management Fee within 30 days of the milestone falling due.

To be clear, it is through Management Fees that we grow as a community, and everyone trusts each other to do the right thing. We also share 10% of all Management Fees back to their referring source, and we invest 50% of our profits to achieve our social mission.

Opportunity Streams

There are various different ways you may receive opportunities that are all subject to Management Fees. If you are unsure, please check with us.

• A SPECIALIST Member refers an opportunity to another SPECIALIST Member (using our cross-referral protocol),
• A SPECIALIST Member invites another SPECIALIST Member to co-pitch or collaborate on a project,
• A SPECIALIST Member purchases services from another SPECIALIST Member,
• A SPECIALIST Member receives an enquiry or sale from the PLATFORM,
• A SPECIALIST Member receives a project opportunity from CONCIERGE,
• A SPECIALIST Member receives a referral from a PARTNER or media opportunity created through our PARTNERS,
• A SPECIALIST Member receives a referral from an ASSOCIATE (Associate Program launches in 2020) 

Project cancellations

If the project is cancelled or postponed, you will need to manage the cancellation fees at your end.

We do not refund Management Fees once the invoice (or first invoice) has been paid.

If you need support with cancellation and postponement terms and conditions, please let us know.

Ongoing Work

It is through Management Fees that we can run The Xfactor Collective. If you receive more work with a client or project (scope extension), please register a new project or edit the current project and add on the new milestone project management fees. As of 1 December 2021, the length of time that this is relevant is 3 years from the start of the first contract. Previously this was not defined length of time. The onus for this will be on Specialist Members to do the right thing.

Protocol non compliance

We need everyone to do their best to grow the collective sustainability of this community. Members who do not follow these protocols will forfeit membership (after two written warnings).

Prior relationships

We respect that some Business Members had prior referral-based and collaboration relationships prior to joining the Collective, and the Management Fees do not apply to the pre-existing relationships. 

Thankyou Bonus 

A Thankyou Bonus is paid to all Members who refer projects in the Collective. The Introduction/Referral protocols must be followed for all introductions and cross referrals. The Thankyou Bonus is 10% of the Management Fees that we collect are shared with our Referring Members. So if you refer a project that leads to $10,000 Project, we receive a $1000 Management Fee, and you receive a $100 Thankyou Bonus. We track this in the back end and all Thankyou Bonuses are paid after we have received the Management Fees.

Lodging Projects, Management Fees and Invoices

Log into Account page and go to 'Project Management Fee Management' section and follow instructions.

Invoices - Please ensure you set up all Invoices once the project is 'Won'. 

Clarification and questions 

We have a FAQ in the Protocols channel on the Member Lounge. If you are ever unsure, please send a direct message to Julia on the Member Lounge, and/or email us at HQ at askxfactor@xfactorcollective.net at any time.

Grievance Policy

Current at 1 December 2021

PREAMBLE: This Policy was developed over September, October and November 2021, to provide some structure and support to Specialist Members when concerns or challenges occur. There are two other supports in place to assist: 1) the 'Collab Resources Hub' on the Platform where there are guidelines for setting up successful collaborations, 2) the Social Contract developed over 2021 and mailed to all Specialist Members in Nov/Dec 2021, which has been developed to help us build a strong working culture across the organisation.

INTRODUCTION

The Xfactor Collective has been designed on principles of Win-Win-Win-Win-Win, and we aim for everyone’s experience with the Collective to be positive, rewarding and enriching. This includes our Specialist business members, client organisations and partners of the Collective.

The Xfactor Collective is committed to maintaining a workplace and community that encourages collaboration, trust, respect and co-operation, and where all behaviours are consistent with the terms, conditions, protocols and Social Contract.

It is recognised, however, that on occasions problems can arise that may sometimes cause Members to feel aggrieved. A grievance can be about anything done, or not done, by others which you feel affects you unfairly or unjustly. A grievance can also be about discrimination, harassment, bullying or any other behaviour that you think is unfair, unjust or upsetting.

The purpose of this policy is to ensure that such problems, referred to as grievances, are addressed in an appropriate, fair, transparent, confidential and timely manner.

PROCEDURES

1. SPECIALISTS AND HQ TEAM

• These Grievance Procedures apply to Specialist business members, those acting as Volunteer Convenors, and to members of Staff/HQ in The Xfactor Collective and The Xfactor Collective Foundation.
• As a Specialist, Convenor or HQ team member you may have a concern or grievance about the behaviour of another person, which you consider may not be in accordance with the terms, conditions, protocols or Social Contract in the Collective. Everyone is encouraged to deal with concerns directly between themselves, if they reasonably can.
  1. 1. Deal with a concern directly and informally - If you are concerned about another person’s behaviour, and you are comfortable to do so, raise your concern in good faith directly with that person. Seek to resolve the concern with the other person in a respectul, constructive and reasonable way. If you and the other person agree on a reasonable way of resolving your concern that you are satisfied with, that will be the end of the matter.
     2. Support in dealing with the concern - The Community Manager/Specialists and the CEO are available for Specialist Business Members and Members of HQ to speak to on a confidential basis about how to deal directly with the concern and the person/people involved.
     3. Referring the concern - As a Specialist Business Member or Member of HQ Team, you can refer your concern to the Community Manager/Specialists and/or the CEO if:
        • You do not feel comfortable discussing the concern with the other person directly;
        • Have discussed the concern in good faith with the other person but you are not satisfied with the outcome
        • You are experiencing a work-related issue that does not involve another person.
• You may be asked to provide further information or a written outline of the concern.
• All communications must be sent via email to julia@xfactorcollective.com, who may deal with them directly or deal with them with Community Manager, and/or HR Support (please do not message Julia or other team members on the Lounge, or via SMS phone).
• HOW WILL THE CONCERN BE DEALT WITH
  The Xfactor Collective will, at its discretion, choose to take appropriate steps to investigate and deal with concerns. This applies to situations even where there has not been a concern or grievance raised through above channels.

2. PROJECTS AND/OR CLIENTS

• These Grievance Procedures apply to Specialist business members, with relation to concerns or grievances about the behaviour of a client, which you consider may not be in accordance with the project terms of engagement.
• As project opportunities occur in different ways, please give some thought to the origin of the client, and apply the most appropriate measure. For example, if the Client was referred to you directly by another Specialist, you should ensure that the Specialist is aware of any concerns or challenges being experienced. This is professional courtesy.
• Likewise, we ask in our Terms and Conditions, and Project Check In Protocols, that you always ensure that HQ/Concierge is notified immediately of any concern or grievance within a project opportunity.
  1. 1. Ensure that there are clear terms of engagement - this is essential to have a framework for raising a concern or grievance. Refer to the terms of engagement as the basis for addressing the concern
     2. Deal with the concern directly - If you have concerns about the behaviours within a project, or that terms of engagement are not being followed by the client, raise your concern in good faith directly with the authorised person. Seek to resolve the concern with the other person in a respectul, constructive and reasonable way. If you and the other person agree on a reasonable way of resolving your concern that you are satisfied with, that will be the end of the matter.
     3. Support in dealing with the concern - The Community Manager/Projects and the CEO are available for Specialist Business Members and Members of HQ to speak on a confidential basis about how to deal with your concern directly with a client.
     4. Referring the concern - As a Specialist Business Member or Member of HQ Team, you can refer your concern to the Community Manager/Projects and/or the CEO if:
        • You do not feel comfortable discussing the concern with the client directly;
        • Have discussed the concern in good faith with the client, but you are not satisfied with the outcome
        • You are experiencing a project or client-related issue that does not involve another person.
•  You may be asked to provide further information or a written outline of my concern.
• All communications must be sent via email to julia@xfactorcollective.com, who may deal with them directly or deal with them with Community Manager, and/or HR Support. (Please do not message Julia or other team members on the Lounge, or via SMS phone).
• HOW WILL THE CONCERN BE DEALT WITH
  The Xfactor Collective will at its discretion, choose to take appropriate steps to investigate and deal with concerns. This applies to situations even where there has not been a concern or grievance raised through above channels.

3. CONFIDENTIALITY

• Grievances will be treated with the utmost confidentiality (except where necessary to disclose the concern for the purposes of dealing with it effectively; disclosure will be no wider than is strictly necessary). If you are the person raising the concern, or the person against whom a concern is raised, a witness, or a support person, you must keep all aspects of the participation confidential.

4. RAISING MATTERS IN GOOD FAITH

• No victimisation or detrimental action - If you are the person raising a concern, a witness, an individual providing information, or a support person, you will not be victimised or disadvantaged in your role with The Xfactor Collective, if you raise a concern in good faith or are involved in an investigation and act in good faith. Victimisation or detrimental action may be regarded as serious misconduct.
• Concerns raised vexatiously - The Xfactor Collective will not tolerate concerns raised vexatiously. You understand that if you raise a concern other than in good faith (for example, if you initiate a concern without reasonable grounds to do so), disciplinary action may be taken.
• Not satisfied with the outcome - If you are not satisfied with the handling of your grievance, external and independent advice or mediation may be an option if deemed necessary or appropriate.

QUESTIONS

Any questions about the above policy and procedures, can be directed to CEO. Julia@xfactorcollective.com