Terms and Conditions of Service – Pregnancy Baby and Me

These Terms govern the terms on which Pregnancy Baby and Me Pty Ltd ABN 15 654 820 881 (our, us and we) agrees to provide the Services including the Coaching Program and Program Content to you, being the person who has registered for a Coaching Program (you and your), and forms a binding contractual agreement between us and you.

These Terms (including the Program Particulars) constitute the entire and only agreement between us and you and supersedes all prior agreements, conduct, representations and understandings.

Please carefully read these Terms before applying and signing up to a Coaching Program. By (a) signing up to a Coaching Program, or (b) making full or partial payment for a Coaching Program, or (c) otherwise accepting these Terms you agree to be bound by these Terms.

If you don’t agree to be bound by these Terms, you must not participate in the Coaching Program. These Terms may be updated by us at any time without notice, however, changes will not take effect retrospectively or for any current Coaching Program that you have started (prior to the Terms being updated).

  1. Definitions & Interpretation

    1. Definitions

In these Terms unless inconsistent with the context or subject matter the following terms have the corresponding definitions:

  1. Applicable Laws: any applicable laws (including orders, by-laws and regulations) in the jurisdiction in which you are interacting with are located or which in any way govern or affect your use of the Services.

  2. Australian Consumer Law: the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

  3. Coaching Program: the online coaching program/s that we supply relating to prenatal, perinatal and post-natal nutrition and diet advice and/or exercise physiology and yoga, as set out in more detail the Program Particulars.

  4. Confidential Information:

    1. all information (in any form) relating to or arising from the Services;

    2. Program Content;

    3. all information (in any form) that concerns our business operations and which any reasonable person would consider to be of a confidential nature (such as trade secrets, methods, strategies, advice, pricing and other business processes); and

    4. includes the Intellectual Property;

but does not include information that:

  1. is or becomes independently developed or known by you through no breach of these Terms by you; or

  2. becomes publicly available other than through breach of these Terms by you.

  3. Intellectual Property: the Intellectual Property Rights which subsist in:

    1. the Program Content;

    2. the Coaching Program; and

    3. any other material relating to the Services or otherwise provided by us to you.

  4. Intellectual Property Rights: all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

  5. Loss: any loss, liability, cost, charge, expense, tax, duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

  6. Program Content: all materials made available to you in connection with any Coaching Program, including any verbal and/or video advice and discussions, email feedback, nutritional and training plans, advice, guidelines and techniques, including all Intellectual Property Rights subsisting in such materials.

  7. Program Particulars: the particulars associated with the Coaching Program selected and purchased by you. Such particulars are as published on the Website or are otherwise provided by us to you at or prior to or following the time you purchase the Coaching Program.  

  8. Services: any services we provide to you, including the supply of Coaching Programs.

  9. State: New South Wales, Australia.

  10. Terms: these Terms and Conditions of Service.

  11. Website: pregnancybabyandme.com.au.

  12. Interpretation

In these Terms, the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

  1. Headings and subheadings are for convenience only and do not affect the interpretation of these Terms.

  2. References to parties are references to the parties to these Terms.

  3. References to a party to any agreement or document include that party’s permitted assignees and successors, including executors and administrators and legal representatives.

  4. Words denoting the singular include the plural and words denoting the plural include the singular.

  5. Words denoting any gender include all genders.

  6. The word ‘person’ includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any government agency.

  7. A reference to a body (other than a party to these Terms), whether statutory or not, that ceases to exist or has its powers or functions transferred to another body is a reference to the body that replaces it or that substantially succeeds to its powers or functions.

  8. A reference to any agreement or document (including these Terms) includes any amendments to or replacements of that document.

  9. A reference to a law includes:

    1. legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;

    2. any constitutional provision, treaty or decree;

    3. any judgment;

    4. any rule or principle of common law or equity,

and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different facts.

  1. Any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally.

  2. Any promise, agreement, representation or warranty given or entered into on the part of two or more persons is for the benefit of them jointly and each of them severally.

  3. No provision of these Terms will be construed adversely to a party because that party was responsible for the preparation of that provision or these Terms.

  4. If a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that day.

  5. A reference to time is a reference to time in the capital city of the State.

  6. A reference to a day is a reference to a day in the capital city of the State.

  7. A reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.

  8. Specifying anything in these Terms after the terms ‘include’, ‘including’, ‘includes’, ‘for example’, ‘such as’ or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.

  9. Where these Terms is executed for a party by an attorney, the attorney by executing it declares that the attorney has no notice of revocation of the power of attorney.

  10. These Terms includes all schedules, annexures, appendices, attachments and exhibits to it.

  11. A reference to writing or written includes email.

  12. Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

  13. COACHING PROGRAMS AND ENROLMENT

    1. We provide Coaching Programs which you are able to register for via the Website or by other means enabled by us. The details of each Coaching Program are as set out in the Program Particulars. The Program Particulars for the Coaching Program which you select form part of these Terms.

    2. Our Coaching Program is subject to availability and we may reject your registration for any reason upon giving written notice to you. In the event that we reject your registration in accordance with this clause, we will provide you with a refund of any amount paid by you to us.

    3. The methods of delivery of and access to the Coaching Program will be as specified in the Program Particulars. Access to the Coaching Program (including any Program Content) will only be for the duration of the Coaching Program as set out in the Program Particulars (or, if not specified, then for 12 months following your registration for the Coaching Program).

    4. In the event that you are enrolling for a Coaching Program on behalf of a third party, you represent and warrant that you have made that third party aware of these Terms and they agree to these Terms. 

    5. In the event that a third party submits an enrolment for a Coaching Program on your behalf, by attending any Coaching Program or using the Services you are taken to have agreed to be bound by these Terms, regardless of whether you were provided with notice of them.

    6. You must be able to form legally binding contracts under Applicable Laws to register for the Coaching Program. If you do not qualify, please do not use our Services.

  14. COACHING PROGRAM Fees & Payment terms

    1. You agree to pay to us the fees payable in respect of the Coaching Program selected by you, in the amount and at the time/s set out in the Program Particulars. Payment may be made either upfront in full or in instalments as set out in the Program Particulars.

    2. You must make payment of the fees for a Coaching Session to us via a method accepted by us.

    3. If the fees are to be paid via a direct debit arrangement, then you irrevocably authorise us (or our third party payment provider) to debit the fees and any other amounts payable by you to us (as set out in the Program Particulars) from your nominated account or debit or credit card, on or around the date that those fees and other amounts fall due. You authorise us (and our third party payment provider) to hold your direct debit account details throughout the term of a Coaching Program for this purpose. You must ensure that you keep your bank account details up to date at all times with sufficient funds to be debited, and we reserve the right to charge you any default charges we incur in respect of any failed charges. You warrant that you are the owner of, or have the right to use and provide to us, the debit bank account details provided to us.

    4. Our payment provider may charge you a fee depending on the payment method used by you (for example, payments made by credit card may attract a small surcharge). You agree to pay such fees at the same time as you make payment to us, even if such fees are not explicitly disclosed to you. You acknowledge and agree that you are solely responsible for ensuring that you have read and understood any applicable third-party terms and conditions when using a third party payment provider. We will not be liable for any loss or damage suffered by you in connection with such third party terms, regardless of whether we bring these to your attention or not. You are solely responsible for obtaining a copy of and reviewing such third party terms.

    5. You authorise us, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud.

    6. Fees shown in the Program Particulars are in Australian Dollars (AUD) and include GST, unless otherwise stated. Prices are subject to change without notice.

    7. We are not party to any transaction between you and a third party. For example, if you incur a debt to a third party payment provider in connection with a purchase, you are solely liable for that debt and you acknowledge that we are unrelated to, and have no control over that third party payment provider.

    8. In the event that you fail to pay our fees on time, we reserve the right to do any of the following without notice to you (without limitation to any other rights which we may have):

      1. suspend your attendance in the Coaching Program until such time as we receive payment in full (however the duration of the Coaching Program will not be extended); 

      2. terminate your participation in the Coaching Program, in which case you will not be entitled to receive a refund of any fees paid by you to us; and/or

      3. charge you default interest on the overdue amount, accruing daily at the rate of 10% per annum, from the due date for payment until such time as payment is received in full. Default interest is payable immediately on demand by us.

  15. Rebates

    1. You may be eligible for a rebate from your health insurer and/or from Medicare (if you are an Australian resident and meet any criteria specified by Medicare) in respect of all or part of any fees paid to us. It is your responsibility to determine whether you are eligible for any rebate, and we do not provide any warranties that you will be entitled to or receive a rebate for any fees paid to us.

    2. In the event that you are entitled to a rebate, then your entitlement is as against your health insurer, Medicare or another third party as the case may be. Unless otherwise agreed by us and subject to clause 4.4, we will not seek and pass on to you any rebate. You are responsible for securing any rebate.

    3. You must pay all fees to us in full at the time for payment, and then seek a rebate from the relevant third party (if you are entitled to a rebate) following payment of our fees.

    4. If you are entitled to a rebate from Medicare, then following payment of fees to us we can assist you with claiming this rebate from Medicare upon request by you in writing.

  16. Coaching Sessions  

    1. Coaching Programs include access to one-on-one online coaching sessions (Coaching Sessions).

    2. The number of Coaching Sessions you are entitled to is as set out in the Program Particulars.

    3. You must book in for a Coaching Session using the booking system notified by us, which may be via email. Coaching Sessions are subject to availability, and you must ensure that you book your Coaching Sessions within the term of the Coaching Program (such term being as specified in the Program Particulars, or if not specified, then within 12 months of registration in the Coaching Program). We are not responsible for any failure by you to book a Coaching Session.

    4. Any unused Coaching Sessions will be forfeited.

    5. Coaching Sessions will be by video conference using our preferred provider (for example Zoom or Google Meet). You are required, and solely responsible for, downloading and creating an account on such software (if necessary), as well as having a stable internet connection for the Coaching Sessions. Please note that additional terms may apply for such third party software and you are also responsible for reading and agreeing to those terms (we are not a party to such terms). We recommend that you connect to the session at least five minutes prior to the starting time so that you are able to sort out any technical issues and be ready in attendance by the start time. Any technical issues regarding your computer (or other devices), software, or internet service is not our responsibility and we will not extend a Coaching Session.

    6. If you are late to a Coaching Session, the Coaching Session will continue until the original allocated Coaching Session time ends (unless otherwise agreed by us in our discretion). Although the Coaching Session may be shorter, this will be deemed a full session.

    7. You may cancel a Coaching Session  through use of the booking link provided by us in the confirmation email for a Coaching Session. If you cancel a Coaching Session more than 24 hours prior to its commencement time, you will be able to rebook the cancelled Coaching Session (i.e. it will not be forfeited). If you cancel within 24 hours of the commencement time, the Coaching Session will be forfeited and no refunds of any fees paid to us will be provided.

    8. In the event that you want to change the date or time of a Coaching Session, this will count as a cancellation of a Coaching Session.

    9. If you are unable to connect to a Coaching Session (such as due to technical issues) or fail to attend a Coaching Session for any reason, this will be deemed to have been a cancellation of a Coaching Session by you within 24 hours of its commencement time.

    10. We reserve the right to reschedule Coaching Sessions where necessary. Although we will make every effort to accommodate you at the time you have booked in for, please note this may not be possible. We will attempt to provide you with advance notice should your Coaching Session need to be rescheduled.

    11. We may instruct you to undertake certain actions prior to a Coaching Session (such as completion of a questionnaire or information in a third party app). Should you fail to properly carry out such actions then this may reduce the utility of a Coaching Session and you acknowledge and agree that no refunds will be provided by us in the event that this occurs.

  17. Email Support

    1. During the Coaching Program we may provide you with an opportunity to email us and receive a response from us via email outside of Coaching Sessions (Email Support).  

    2. Email Support is subject to availability and may be subject to other limitations, as set out in the Program Particulars or as otherwise advised by us in our discretion. We do not guarantee:

      1. any minimum amount of Email Support will be provided; or

      2. any particular response times will be achieved.

    3. You should view Email Support (where provided) as a complementary service which may be provided on an ad hoc basis.

    4. Email Support, if available, will only be available via email and not by any other means of communication (such as through social media).  

  18. ACCESS TO Program CONTENT

    1. Program Content is made available in our discretion, and we do not guarantee any minimum amount of Program Content will be made available to you.

    2. Subject to you fulfilling your obligations under these Terms, we grant you a personal, non-exclusive, non-assignable, non-sublicensable nor transferable licence to access and use the Program Content, solely for the purpose of obtaining the benefit of a Coaching Program for its intended purpose. Your access to the Program Content will continue only for the duration of the Coaching Program. On completion your access will be revoked (except as otherwise advised by us).

    3. We reserve the right to change the content and pricing of Coaching Programs at our discretion without notice.

    4. You must not without our prior written consent:

      1. sub-licence, assign or novate the benefit or burden of the licence granted hereunder in whole or part; or

      2. resell, copy, reproduce, distribute, adapt, alter, modify, translate, publish, share, create derivate works, or publicly display any of the Program Content or Intellectual Property anywhere in the world (including by sharing the Program Content with others).

  19. THIRD PARTY APPLICATIONS

    1. As part of a Coaching Program we will request that you download, access and use third party applications (such as exercise and diet applications). You acknowledge and agree that:

      1. you are required and are solely responsible for downloading and creating an account for such third party applications and ensuring that you maintain your account (at your own cost including payment of any subscription fees); and

      2. you are required to provide us with access to your account on the third party application (as required by us to provide the Coaching Program).

    2. Please note that additional terms may apply for such third party applications and you are also responsible for reading and agreeing to those terms (we are not a party to such terms and not responsible for the actions of any third parties whose applications you use).

    3. Should you fail to comply with your obligations under this clause 8 you acknowledge and agree that you will not receive the full benefit of the Coaching Program and you will not be entitled to any refunds of any fees paid to us.

  20. Obligations

    1. In attending any Coaching Session and in participating in the Coaching Program, you must:

      1. attend all Coaching Sessions on time and refrain from multi-tasking during such Coaching Sessions. You should give your full attention during these Coaching Sessions;

      2. keep us informed of any medical, health or personal circumstances that may interfere with the Coaching Sessions;

      3. be prepared to work and be responsible for your own results;

      4. be honest and truthful in our relationship with you so that we can work together;

      5. be respectful to us;

      6. not share the video conferencing details, including any passwords;

      7. not infringe on our Intellectual Property Rights including in relation to the Intellectual Property;

      8. not misbehave or conduct yourself in a “trolling” manner;

      9. not contribute or supply to us anything that:

        1. is unlawful, fraudulent, misleading, deceitful, threatening, abusive, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, abusive, offensive, inflammatory or otherwise objectionable;

        2. harasses, degrades, intimidates or is hateful to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

        3. includes personal or identifying information about another person without that person's consent;

        4. constitutes promotion or advertisement for groups, events or activities organised through competing social clubs, activity sites and internet platforms, except as otherwise expressly permitted by us;

        5. impersonates any person or entity;

        6. is an advertisement, solicitation, chain letter, pyramid scheme, investment opportunity or other unsolicited commercial communication (except as otherwise expressly permitted by us); or

        7. contains software viruses, worms or any other harmful code.

  21. Intellectual Property Rights

    1. The Intellectual Property is owned by us and is subject to copyright.

    2. You agree that we own all rights, title and interest (including Intellectual Property Rights) which subsist in or which may be obtained from the Intellectual Property and you undertake not to:

      1. take or permit or omit any action which would or might:

        1. invalidate or put in dispute our title to the Intellectual Property or any part of it;

        2. oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;

        3. support any application to remove or undo our title in the Intellectual Property or any part of it; or

        4. assist any other person directly or indirectly in any of the above;

      2. use the Intellectual Property in any way which would breach these Terms;

      3. use the Intellectual Property for any commercial use; or

      4. remove any copyright or other restrictive designations from the Intellectual Property.

  22. Termination AND REFUNDS

    1. To the extent permitted by law, and subject to clause 11.2, unless otherwise agreed by us in our discretion you may not cancel your participation in a Coaching Program once you register for it. In the event that you cease to participate in a Coaching Program, then subject to the below no refunds will be provided and the fees payable for the Coaching Program remain payable (regardless of whether you intend to continue to attend the Coaching Program or not). Upon acceptance of your enrolment in the Coaching Program, we allocate resources to your coaching and commit a significant amount of time to the provision of the Coaching Program. Given this and the fact that enrolment places are limited, you acknowledge that this cancellation and refunds policy is fair and reasonable.

    2. In the event that we are in breach of these Terms and fail to rectify the breach within 14 days of being given a notice to do so by you, you may terminate these Terms and cancel your participation in a Coaching Program. In that case we will provide you with a pro-rata refund of the fees paid by you to us in respect of the Coaching Program based on the total number of Coaching Sessions included in the Coaching Program and the number of Coaching Sessions you have actually used.

    3. In the event that you breach these Terms then we may in our discretion and without notice to you suspend your participation in the Coaching Program until such time as the breach is rectified.

    4. We may in our discretion terminate these Terms and cancel your participation in a Coaching Program in the event that:

      1. you are in breach of these Terms and fail to rectify the breach within 14 days of being given a notice to do so by us;

      2. we consider it unsafe or not in your best interests for you to continue to participate in the Coaching Program, as determined by us in our discretion.  

    5. In the event that we terminate these Terms in accordance with clause 11.4(a), you will not be entitled to any refund of the fees paid to us, and all fees in respect of the Coaching Program will remain payable by you.

    6. In the event that we terminate these Terms in accordance with clause 11.4(b) we will provide you with a pro-rata refund of the fees paid by you to us in respect of the Coaching Program based on the total number of Coaching Sessions included in the Coaching Program and the number of Coaching Sessions you have actually used.

    7. Upon termination of these Terms or expiry of the Coaching Program period, you must immediately cease to use our Intellectual Property.

  23. Coaches

    1. Unfortunately, due to the nature of the work, we are unable to guarantee any specific coach will be available to provide the Coaching Program, and if necessary, we may need to vary or substitute the coaches providing the Coaching Program.

  24. Disclaimer

    1. Risks of exercise  

      1. You acknowledge and agree that the use of the Services (including the Coaching Program) is at your own risk. You acknowledge and agree that before commencing any new exercise or nutritional program, that it is your sole responsibility to consult your general practitioner and/or obstetrician. It is your responsibility to learn and perform correct any exercises, and that the performance of such exercises are solely at your own risk.

      2. You acknowledge that you are solely responsible for following, or not following, or making an assessment of any advice and/or using any Coaching Programs that we provide or recommend and that we are not responsible for any Loss that you may suffer as a result of use of the Services. You acknowledge that your participation in the Coaching Program is voluntary. You understand that by providing this informed consent you are assuming full responsibility for your participation in the Coaching Program.

      3. We provide support, guidance and tools to assist you to set goals, determine priorities and achieve results, but any decision that you make, and the consequences that flow from such decisions, are your sole responsibility. Your success depends on many factors, including your dedication, participation, desire, and motivation. You are solely responsible for your progress and results from the Coaching Program.

    2. No guarantees of results

      1. Nothing in the Program Content or the Services is a promise or guarantee of results. We cannot and do not make any guarantees that attendance at the sessions and/or the Coaching Program will achieve any specific results. Any information given is for illustrative purposes only. You acknowledge and understand that because of the nature and extent of the Coaching Program, the results experienced by each participant may significantly vary.

      2. Any contents of any marketing materials are not to be taken as a guarantee that you will achieve the same or similar results.

      3. You acknowledge and agree that whilst every effort is taken to ensure the Program Content is accurate, we make no representations and give no guarantees or warranties about the currency, suitability, reliability, availability, timeliness and/or accuracy of the Program Content for any purpose.

 

 

  1. No medical advice

    1. As part of the Services you will be provided with advice from a dietitian and exercise physiologist. This coach is accredited in Australia, however may not be accredited in any other country.   Nothing in the Program Content purports to offer medical advice and should not be taken to replace the services of your medical practitioner.

    2. If you think you may be suffering from any medical condition, you should seek immediate medical attention from an appropriately qualified medical practitioner.   

  2. Nutritional and diet disclaimer

    1. Protocols and nutritional information delivered through the Coaching Program including advice, guidelines and techniques are provided as a general guideline only and are not prescriptive or intended to be a substitute for medical or other professional advice. You should make your own assessment as to the protocols and nutrition information.

    2. The Program Content is based on information provided by you to us. It is your responsibility to provide complete and accurate information to the best of your ability. Program Content is individualised only for the person it is created for and is not suitable for other persons. It is your responsibility to alert us of any food allergies and intolerances, old or new injuries (if undertaking physical programs) and medical conditions both at commencement and throughout the term. Any misinformation or omitted information may affect the recommendations provided by us.

    3. It is your responsibility to discuss all changes to your diet or potential dietary supplement use with your general practitioner and/or obstetrician prior to making any changes.

    4. You understand that any changes to your diet or fitness regimens, including changes to food or use of dietary supplements, carries a risk. If you implement changes based upon any Program Content, you are doing this at your risk and you do so with full knowledge and acceptance of such risks.

  3. This disclaimer applies to the fullest extent permitted by law and shall survive any termination or expiration of these Terms.

  4. We recommend that you maintain your own health insurance with coverage for any injuries or issues which you suffer in connection with your participation in a Coaching Program. We do not represent or warrant that we hold any insurances which would provide coverage for in respect of any injury or issues you suffer in connection with your participation in a Coaching Program.

  5. Limitation of liability

    1. Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms to the maximum extent permitted by law.

    2. Subject to the other terms of this clause, our maximum aggregate liability to you for any Loss or damage or injury arising out of or in connection with these Terms, including any breach by us of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual fees paid by you to us in respect of the Coaching Program to which the claim relates.

    3. Nothing in these Terms is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of services, to the extent that the Australian Consumer Law applies to the Services.

    4. If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to, at our option to the resupply of the Services or the cost of resupply.

    5. The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.

    6. Without limitation to the other terms of this clause, we exclude any liability to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms.

    7. Notwithstanding anything else in this clause, our liability will be reduced to the extent the loss or damage is caused by or contributed to by you.

    8. Where you are or may be entitled to recover from a third party any sum in respect of any matter or event that could give rise to a claim under these Terms, you must:

      1. use your best endeavours to recover that sum before making the claim;

      2. keep us at all times fully and promptly informed of the conduct of such recovery; and

      3. reduce the amount of the claim to the extent that sums are recovered.

  6. indemnity

    1. Except to the extent caused by our breach of these Terms, you indemnify us against any direct losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with:

      1. your breach or negligent performance or non-performance of these Terms (including if you fail to pay any fees on time);

      2. any claim made against us or you by a third party arising out of or in connection with the provision of the Coaching Program, the Services and/or these Terms to the extent that such claim arises out of your breach, negligent performance or failure or delay in performance of these Terms or your acts or omissions;

      3. any reliance by you or a third party on the Coaching Program or any advice, information or deliverable provided in connection with the provision of the Coaching Program, the Services and/or these Terms;

      4. the enforcement of these Terms; and

      5. any negligent act, omission or wilful misconduct by you.

    2. You must make payments under this clause:

      1. in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by law; and

      2. in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

    3. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity under this clause.

    4. The indemnities in this clause:

      1. are continuing obligations, independent from your other obligations under these Terms and survive termination or expiry of these Terms; and

      2. are absolute and unconditional and unaffected by anything which otherwise might have the effect of prejudicing, releasing, discharging or affecting your liability.

  7. Confidential Information

    1. Confidentiality obligations

      1. Other than where:

        1. use of the Confidential Information is required for the purpose of complying with a party’s obligations under these Terms;

        2. the Confidential Information is in the public domain, except as a consequence of a breach of this clause;

        3. expressly agreed by all parties in writing; or

        4. required by law;

you must at all times:

  1. treat and keep the Confidential Information confidential;

  2. not use, or allow the use, of the Confidential Information by any third party; and

  3. not disclose or allow the disclosure, of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party. This includes information, methods or material delivered as part of the Services, or any information concerning the nature of the Services.

  4. Without limiting the generality of clause 16.1(a), you must:

    1. only use the Confidential Information in accordance with the instructions provided by us in writing;

    2. not reproduce or record or make any notes of any Confidential Information except as permitted;

    3. not develop any product or service (including a course) based on the Confidential Information;

    4. not allow or assist any other person to disclose, use, publish or release the Confidential Information;

    5. put in place and maintain adequate security measures to protect the confidentiality of the Confidential Information being no less stringent than a reasonable person in your position would use with respect to its own confidential information including:

      1. taking reasonable steps to keep the Confidential Information within your possession, power, custody and control;

      2. taking reasonable steps to ensure the proper and secure storage of the Confidential Information; and

      3. taking reasonable steps to protect the Confidential Information from unauthorised access, disclosure or use, or loss, damage or destruction;

    6. not copy, duplicate or adapt any or all of the Confidential Information or create other works from the Confidential Information without our prior written consent; and

    7. not use or disclose to a third party any aspect of the Confidential Information for any purpose whatsoever.

  5. Notifying us

You must immediately notify us if you:

  1. become aware of any breach or anticipated breach of your obligations under these Terms; and

  2. are lawfully obliged to disclose any Confidential Information to a third party and must comply with our lawful directions in relation to the disclosure.

  3. Security

    1. Whilst we take reasonable steps to protect your information, we do not guarantee the security of our records or your information.  

    2. Continuous accessibility to the Program Content may be dependent upon third party services and as a result, the Program Content may be inaccessible from time to time. We cannot guarantee continuous or secure access to our Program Content and to the extent permitted by law, we do not give any promises or warranties about the availability of our Program Content, or that the Program Content will be provided uninterrupted, delay-free or error-free.

  4. General terms

    1. Notices

Any formal communication with us must be via our nominated email address or through any contact form on the Website. We may not regularly monitor our social media or other means of communication.

  1. No Waiver

    1. No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with these Terms unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

    2. Words or conduct referred to in clause 18.2(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

  2. Assignment, Novation and Other Dealings  

    1. We may assign or novate any rights that arise out of or under these Terms without your consent and without notice to you.

    2. Any rights of yours that arise out of or under these Terms (including your right to participate in the Coaching Program) are not assignable or capable of novation by you without our prior written consent, which may be withheld in our discretion.

  3. Severability

    1. If the whole or any part of a provision of these Terms is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.

    2. Clause 18.4(a) does not apply if the severance of a provision of these Terms in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under these Terms.

  4. No Merger

On completion or termination of these Terms, the rights and obligations of the parties set out in these Terms will not merge and any provision that has not been fulfilled remains in force.

  1. Further Action

Each party must do all things (including completing and signing all documents) reasonably requested by the other party that are necessary to give full effect to these Terms and the transactions contemplated by these Terms.

  1. Time of the Essence

Time is of the essence in these Terms in respect of any date or time period and any obligation to pay money.

  1. Relationship of the Parties  

    1. Nothing in these Terms gives a party authority to bind any other party in any way.

    2. Nothing in these Terms imposes any fiduciary duties on a party in relation to any other party.

  2. Remedies Cumulative  

Except as provided in these Terms and permitted by law, the rights, powers and remedies provided in these Terms are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of these Terms.

  1. Entire agreement  

These Terms (together with the Program Particulars) state all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.

  1. No Reliance  

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in these Terms.

  1. Governing Law and Jurisdiction  

    1. These Terms are governed by the law in force in the State.

    2. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the State and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms.

    3. Each party irrevocably waives any right it has to object to the venue of any legal process in the courts described in clause 18.12(b) on the basis that:

      1. any proceeding arising out of or in connection with these Terms has been brought in an inconvenient forum; or

      2. the courts described in clause 18.12(b) do not have jurisdiction.

  2. Survival

Any clause which by its nature is intended to survive termination or expiry of this Agreement will survive such termination or expiry. This includes without limitation clauses 1, 10, 13, 14, 15, 16 and 18.

  1. Contact

If you have any questions please do not hesitate to contact us using the details contained on our Website.