BrainO · Private Members' Club

Private Club Website Access & Confidentiality Agreement

Agreement version: 1.0 · Effective date: 22 July 2026
This Agreement is between:
Club Operator: Colin James Medley
Trading name: The Handy Man To Know
ABN: 70 545 298 533
Address: [postal address — to confirm]
referred to as “the Club,” “we,” “us” or “our”
and the person who creates an account, pays the access payment and accepts this Agreement, referred to as “the Member,” “you” or “your.”

1. Acceptance of this Agreement

You enter into this Agreement when you:

  1. provide the requested membership and identification details;
  2. are given a reasonable opportunity to read and download this Agreement;
  3. tick the unchecked box confirming that you have read and agree to it;
  4. select the button marked “Pay $1 and Agree” or words with the same meaning; and
  5. successfully pay the $1 access payment.

By completing those steps, you confirm that: you have read and understood this Agreement; you voluntarily agree to be legally bound by it; the details supplied through your account are accurate; you are at least 18 years old and have legal capacity to enter this Agreement; and you are accepting this Agreement personally and, where applicable, with authority for any organisation named in your account.

If you do not agree, you must not enter or use the private areas of the website.

2. Consideration and access payment

In exchange for payment of $1 by you; the confidentiality, restricted-use and security promises in this Agreement; and the Club giving you conditional access to its private website, materials and community, the parties agree to be bound by this Agreement.

The $1 payment is an access payment and contractual consideration. It is not: an investment; a deposit; the purchase of shares, ownership or equity; a promise of income; a guarantee of continued membership; or payment for ownership of any Club information or intellectual property.

Payment does not create an automatic or permanent right of entry. Access remains subject to this Agreement and any lawful membership rules displayed before acceptance.

3. Purpose of access

The Club may disclose Confidential Information to you solely so that you may participate in approved private Club activities, discussions, projects, evaluations and business opportunities. You may use Confidential Information only for that approved purpose.

You must not use Club access to: compete unfairly with the Club or another member; copy or commercially exploit a disclosed idea without written permission; approach another member’s clients, suppliers, investors or commercial contacts using information obtained through the Club; create a competing database, service, platform or membership group from Club information; collect intelligence for another business or organisation; embarrass, threaten, harass or harm a member; publish private Club discussions; or obtain an unauthorised personal, political, commercial or legal advantage.

4. Meaning of Confidential Information

Confidential Information means all non-public information disclosed, made available, observed, discussed, uploaded, generated or accessed through the Club or its website, whether communicated verbally, visually, electronically, in writing, through software or by any other method. It includes, without limitation:

4.1 Business ideas and plans

Business concepts; proposed products and services; inventions; business models; commercial strategies; research; launch plans; marketing plans; sales methods; pricing; customer acquisition methods; expansion plans; territory plans; projections; unpublished opportunities; negotiations; proposed transactions; supplier arrangements; and information about projects that have not been publicly launched.

4.2 Member identities and communications

The identity of members; usernames and profiles; contact information; membership lists; attendance information; private messages; chat-room discussions; meeting discussions; comments; voice recordings; video meetings; personal stories; questions; disputes; opinions; photographs; documents supplied by members; and the fact that a person is considering or participating in a private matter. The identity of a member is Confidential Information unless that member or the Club has expressly made the membership public.

4.3 Software, systems, data and documents

Source code; object code; prompts; agent instructions; workflows; algorithms; databases; data structures; schemas; system architecture; APIs; passwords; credentials; access codes; security methods; technical configurations; installation procedures; prototypes; mock-ups; designs; reports; files; templates; manuals; training material; internal policies; unpublished website content; analytics; user data; and documents marked or reasonably understood to be confidential.

4.4 Financial and commercial information

Income; expenses; budgets; costs; margins; commissions; referral arrangements; wholesale prices; supplier prices; payment arrangements; financial forecasts; investment discussions; funding proposals; valuations; ownership negotiations; sales results; customer values; contracts; proposed contracts; and the commercial terms of a transaction.

4.5 Information belonging to another person

Confidential Information includes information supplied by the Club, another member, an employee, a contractor, a customer, a supplier, a commercial partner, or another person who reasonably expects the information to remain private. Information does not have to belong to the Club to be protected under this Agreement.

5. Information that is not confidential

Information is not Confidential Information to the extent that you can prove through reliable written records that it: (1) was lawfully known to you before disclosure by the Club or a member; (2) became publicly available without any breach of this Agreement or another duty; (3) was lawfully received from an independent third party entitled to disclose it; (4) was independently developed by you without using Confidential Information; or (5) was expressly released from confidentiality in writing by the person legally entitled to release it.

Information is not considered public merely because: part of it is public; similar information exists publicly; it could theoretically be discovered elsewhere; or individual elements are publicly known while their combination, organisation or application remains confidential.

6. Your confidentiality obligations

You must: keep Confidential Information strictly confidential; use it only for the approved Club purpose; access only information you are authorised to access; protect it using at least reasonable security precautions; avoid discussing it where unauthorised people may hear or see it; keep your login details secure; immediately report suspected unauthorised access, loss or disclosure; follow reasonable written security instructions issued by the Club; prevent access by family members, staff, colleagues, assistants, software agents or other third parties unless expressly approved; and take reasonable steps to reduce any harm caused by an actual or suspected breach.

7. Prohibited disclosure and copying

Unless the Club and the relevant information owner give prior written permission, you must not: disclose Confidential Information to another person; publish it online or through social media; quote, summarise or describe a private discussion publicly; take screenshots of private areas; photograph or record meetings, calls, screens or documents; download, copy, scrape or export information except through an expressly authorised feature; feed Confidential Information into an outside artificial intelligence service; upload it to a public or personal cloud-storage service; forward Club emails or documents; share your account; allow another person to watch or listen while you use the private website; create transcripts or recordings; reverse engineer software or technical systems; remove confidentiality, copyright or ownership notices; or use information obtained through the Club to train an external model, database or automated service.

An approved download remains Confidential Information and must be protected under this Agreement.

8. Disclosure to professional advisers

You may disclose only the minimum necessary Confidential Information to your lawyer, accountant or other professional adviser where: the disclosure is reasonably necessary to obtain professional advice; you tell the adviser that the information is confidential; the adviser is subject to professional or contractual confidentiality obligations; and the disclosure is not prohibited by law or a separate obligation owed to another person. You remain responsible for disclosures made by a person acting on your instructions, except to the extent the law provides otherwise.

9. Disclosure required by law

Nothing in this Agreement requires you to conceal unlawful conduct or prevents a disclosure that is legally protected or required. You may disclose Confidential Information where required by a valid law; a court order; a compulsory notice; a regulator acting within its authority; a legally protected whistleblower process; or an immediate and serious safety obligation.

Where legally permitted, you must: (1) promptly notify the Club before disclosure; (2) disclose only the minimum information legally required; (3) reasonably assist the Club or information owner to seek confidential treatment or protective orders; and (4) clearly identify the information as confidential. This Agreement does not prevent you from reporting suspected criminal conduct, fraud, corruption, threats to safety or regulatory breaches to an appropriate authority.

10. Member information and privacy

You acknowledge that private Club areas may contain personal information. You must not use member information to: create an outside contact list; send unsolicited commercial messages; advertise unrelated products; conduct background checks; identify anonymous or pseudonymous members; locate or contact a member outside approved Club channels; publicly reveal a member’s identity; harass, intimidate or threaten a member; or combine Club data with information obtained elsewhere without permission.

The Club must handle personal information in accordance with its Privacy Policy and applicable privacy laws. This Agreement does not replace the Club’s Privacy Policy, collection notices, consent processes or security obligations.

11. Ownership and intellectual property

All intellectual property remains owned by its existing legal owner. Nothing in this Agreement transfers ownership of the Club; the website; software; branding; business ideas; documents; member content; confidential information; copyrights; trade marks; designs; patents; trade secrets; databases; or commercial opportunities.

Access gives you only a limited, personal, revocable and non-transferable permission to view and use authorised material for the approved purpose. You must not claim ownership of another person’s idea merely because it was discussed in the Club. However, confidentiality alone does not determine who owns a jointly developed idea. Separate written intellectual-property and project agreements must be used before members jointly create, fund, commission or commercialise a project.

12. No authority or partnership

Membership does not make you an employee; an agent; a representative; a partner; a joint venturer; a franchisee; an owner; a shareholder; or a person authorised to bind the Club or another member. You must not represent that you have authority to speak, contract or make commitments for the Club or another member without written authority.

13. No promise of business, income or investment return

Club discussions may concern business ideas, sales, financial arrangements, commissions or proposed opportunities. Unless contained in a separate written agreement signed by authorised parties: no discussion creates a binding commercial deal; no opportunity is guaranteed; no commission is earned; no investment is accepted; no ownership interest is granted; no territory is reserved; no income is promised; and no member is entitled to rely on forecasts or informal statements. Members must obtain their own legal, financial, taxation and commercial advice before entering a transaction.

14. Security of accounts and devices

You must: use a strong and unique password; keep authentication codes private; use multi-factor authentication where offered; secure devices used to access the Club; install reasonable security updates; log out of shared devices; avoid public display of confidential pages; immediately notify the Club of suspected account compromise; and comply with reasonable access-verification procedures.

You must not attempt to: bypass access controls; test security without written permission; access another member’s account; probe restricted systems; interfere with logging; introduce malicious code; scrape private information; or assist another person to obtain unauthorised access.

15. Duration of confidentiality

Your obligations begin when Confidential Information is first disclosed or accessed. They continue: for trade secrets, source code, passwords, security information and information that remains inherently confidential — for as long as the information remains confidential; for personal information and member identities — for as long as disclosure could reasonably cause harm or breach a legal obligation; for all other Confidential Information — for seven years after your membership or access ends; and for any longer period required by law or a separate written agreement. Ending membership does not end confidentiality obligations that are stated to continue.

16. Suspension and termination

The Club may suspend access while it reasonably investigates a suspected confidentiality breach; unauthorised account use; security concerns; harassment; misuse of personal information; intellectual-property infringement; or conduct that creates a material risk to members or the Club. The Club may terminate access for a material breach after following any process required by applicable law and the Club’s published membership terms. Termination does not remove accrued rights or continuing obligations. The Club must not exercise its discretion dishonestly, for an improper purpose or in a manner prohibited by law.

17. Return, deletion and continuing records

When requested, or when your access ends, you must promptly: stop using Confidential Information; return physical material; permanently delete unauthorised copies; remove information from personal devices and storage; delete saved credentials; and confirm compliance in writing where reasonably requested. You may retain information only where required by law, automatic backup systems or legitimate legal recordkeeping. Any retained information remains confidential and must not be used for another purpose.

18. Suspected or actual breach

You must immediately notify the Club at:
Email: [confidentiality/security email — to confirm]
Telephone: [security contact number — to confirm]
if you become aware of lost documents; accidental disclosure; account compromise; unauthorised screenshots or recordings; suspicious access; misuse of member data; publication of private discussions; or any other possible breach. Your notice should identify what occurred, the information affected, who may have received it and the steps already taken. Notification does not amount to an admission of liability.

19. Remedies

You acknowledge that unauthorised use or disclosure may cause serious harm that cannot always be adequately repaired by money alone. Subject to law, an affected party may seek an injunction; an order preventing further use or disclosure; delivery up or deletion of confidential material; compensation for proven loss; an account of profits where legally available; recovery of property; and any other remedy available under law. This Agreement does not impose an automatic fine or arbitrary penalty merely because a breach is alleged. A person alleging a breach must establish the breach and any claimed loss in accordance with law.

20. Complaints and disputes

Before starting court proceedings, a party should give written notice describing the issue; the relevant facts; the outcome requested; and any urgent action needed to protect information. The parties must attempt in good faith to resolve the dispute through direct discussion. If the dispute is not resolved within 14 days, either party may propose mediation through an agreed mediator. Nothing prevents a party from seeking urgent court orders to protect Confidential Information, personal safety, evidence or legal rights.

21. Notices

A notice under this Agreement may be given through the email address recorded on the member account; the Club account notification system; or another contact method agreed in writing. You must keep your contact information current. A material change to this Agreement must not be applied retrospectively merely by posting new wording online. Where the Club proposes a material change, it must give reasonable notice and obtain fresh acceptance where legally required.

22. Assignment and transfer

Your membership, account and rights under this Agreement are personal. You must not assign, sell, transfer, sublicense or share them without prior written approval. The Club may transfer this Agreement as part of a genuine transfer or restructuring of the Club business, subject to applicable law and continued protection of Confidential Information.

23. Entire agreement and other terms

This Agreement records the confidentiality and restricted-use arrangement concerning private Club access. It operates together with the Club’s Membership Terms; Privacy Policy; Acceptable Use Policy; Community Rules; Copyright and Intellectual Property Policy; and any separate project, employment, contractor or commercial agreement. If documents conflict, the more specific term applies to the relevant subject, unless that result is prohibited by law. No informal conversation changes this Agreement unless the change is recorded in writing and accepted by authorised parties.

24. Severability

If a provision is invalid, unenforceable or unlawful, it is to be read down to the minimum extent necessary. If it cannot be read down, it is severed without invalidating the remainder of the Agreement, provided that doing so does not fundamentally change the arrangement.

25. No waiver

A delay or failure to enforce a right does not waive that right. A waiver must be clear and in writing.

26. Governing law

This Agreement is governed by the laws of Queensland, Australia. The parties submit to the courts of Queensland and courts entitled to hear appeals from them, subject to any mandatory consumer or jurisdictional rights that cannot lawfully be excluded.

27. Consumer and statutory rights

Nothing in this Agreement excludes, restricts or modifies a guarantee, right, remedy or protection that cannot lawfully be excluded. If any part of this Agreement is a standard-form consumer or small-business term, it applies only to the extent that it is lawful, reasonably necessary and enforceable.

28. Electronic acceptance record

The Club may retain evidence of acceptance, including member name; account identifier; email address; mobile number; agreement version; date and time; IP address; device or browser information; checkbox confirmation; payment record; acceptance-event record; and a copy or cryptographic hash of the accepted document. These records may be used to administer membership, protect security and establish the terms accepted by the Member, subject to applicable privacy law.

MEMBER CONFIRMATION

By selecting “Pay $1 and Agree,” I confirm that: I have had an opportunity to read and download this Agreement; I understand that private Club information must not be disclosed or misused; I understand that member identities and discussions are confidential; I understand that the $1 payment does not buy ownership or guarantee any financial return; I agree not to record, scrape, copy or share private material without permission; I agree to protect my account and immediately report a suspected breach; I understand that my confidentiality obligations can continue after my access ends; and I voluntarily agree to be legally bound by this Agreement.