ONLINE COACHING AGREEMENT
Welcome to Her Health Collective!
In these terms of use (terms), we also refer to Her Health Collective Pty Ltd ABN 62 646 392 216 as “our”, “we”, or “us”.
And you are you!
What are these terms about?
These terms apply when you sign up for our services through our Kajabi site/website (www.herhealthcollective.com.au) and any other websites we operate with the same domain name and a different extension.
These terms will continue to apply to all your dealings with us, including any time you use our Services again (defined below).
Key Words used in these terms
To make it easier for you to understand the terms on which we provide, and you use, the Services (defined below), we’ve tried to keep these terms as simple as possible.
When we say “Services” in these terms, we mean our online coaching services and membership services and any of the services as set out on our Website from time to time, including other associated content or materials we may provide to you as part of the Services.
We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.
Acceptance of these terms
Before you use our Services, please carefully read these terms. If you don’t agree to these terms, please don’t use the Services.
By clicking “accept” when you create an account, or otherwise proceeding to engage with the Services, you agree to be bound by these terms.
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DISCLAIMER (b) (No Advice) While the Services have been prepared with every effort to help you build your business, Her Health Collective does not provide any legal, medical, accounting, financial or other professional advice. Any information provided as part of our Services, including any materials provided to you or any materials shared on any forum, is not intended to be professional advice of any kind and should not be relied on as such. (c) (No guarantee of results) Many factors will be important in determining whether you achieve any actual results in relation to your business and there is no guarantee that you will be able to achieve a particular outcome or goal (whether communicated to us or not) within any timeframe or at all. You recognise that any business endeavour has an inherent risk for loss of capital. We make no express or implied claims that you will make money as a result of using the Services. (d) (Reliance on information) You should obtain appropriate financial, legal, medical and other professional advice before relying on the information, including any content or materials provided during our Services. You acknowledge and agree to make your own independent assessments and enquiries before relying on the Services to make any decision or to make a decision about your business. We make no representation or guarantee that our Services will be useful or relevant to you or that by applying any ideas, recommendations, methods or techniques in the Services you will achieve any particular outcomes. You should not act on any information provided before you have formed your own opinion through investigation and research as to the suitability of such information for your circumstances. (e) (Risk) We are not responsible for any of your actions, decisions or choices and any methods and techniques implemented by you in relation to your business or otherwise are done so at your own risk. By not seeking appropriate professional advice, you accept the risk that the information contained in our Services may not meet your specific needs, circumstances or goals. |
1. CREATING AN ACCOUNT
(a) To use the Services, you may need to create an account (Account) and pay the Fees (as defined in clause 3).
(b) By creating an Account and paying the Fees or otherwise accessing the Services, you represent and warrant that:
(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us (or someone of sufficient age and capacity is contracting on your behalf); and
(ii) you are authorised to use the debit or credit card you provide for payment of the Services
(c) Paying for the Services constitutes your acceptance to enter into a contract with us under these terms, where we will provide you with the Services you have ordered in exchange for your payment of the Fees.
2. SERVICES
2.1 MEMBERSHIP
You may purchase a membership subscription for ongoing access to our Services as set out on our Website (Membership). The inclusions of your Membership will be set out on our Website or otherwise communicated to you. You may also purchase one-off Services as available on our Website from time to time.
2.2 SESSIONS
If you have purchased a Membership, you are entitled masterclass sessions with us per month, which we will communicate to you (Sessions) and possibly 1:1 sessions with us.
We may use third party suppliers for booking and conducting Sessions, which means the Sessions may be subject to those third parties’ terms and conditions. We will not be responsible for any delays or technical errors of those third parties.
You are responsible for booking and attending your Sessions
COMMUNITY guidelines
As part of the Services, you may have access to a community forum with other account holders, to discuss and share ideas, materials, progress and questions (Community). You acknowledge and agree that our Community is a shared platform, which is not supervised or screened by us. You are responsible for your own conduct in our Community and, by participating in our Community, you choose to do so at your own risk. You must at all times be respectful of others, including not posting any explicit, pornographic, homophobic, racist or otherwise offensive or derogatory material. We reserve the right, in our discretion, to revoke your licence and Account if you do not comply with this clause 2.3.
Anything you post or share in the Community forms part of the Posted Materials as defined and governed by clause 11.
2.3 RESOURCES
We may provide you with content, workbooks and other materials as part of the Services (Resources). You acknowledge and agree that:
- we may engage third party subcontractors to assist us in preparing the Resources or any other Service and you consent to such subcontracting;
- while every effort is made to ensure the information in the Resources is accurate, they are not a substitute for legal, accounting, medical, financial or professional advice and should not be relied on as such;
- it is your responsibility to seek legal, accounting, medical, financial or professional advice before relying on the Resources;
- you indemnify Her Health Collective against any liability or loss you suffer as a result of or in connection with your use of or reliance on the Resources, including for any claims made against Her Health Collective by your customers or other third parties; and
- any Resources we provide to you as part of the Services are Our IP (as defined in clause 2) and are intended to help you with your business. You must not copy, reproduce, republish or on-sell any of the Resources.
2.4 RETREATS
We may offer in person retreats and workshops from time to time. If we do, you acknowledge and agree that:
(a) where applicable, these terms also apply to those retreats and workshops; and
(b) you may be required to sign additional documents and/or waivers to participate in such retreats and workshops.
3) FEES
3.1 PAYMENT OF FEES
(a) To access the Services, you must pay the fees as displayed and accepted by you at the time of checkout or as otherwise set out on our Website, including any Membership Fees as defined below (Fees).
(b) (Payment obligations) You must pay the Fees in full at the time of purchasing the Services.
(c) (GST) Unless otherwise indicated, amounts stated on the Website include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice to you.
(d) (Card surcharges) We reserve the right to charge credit card surcharges in the event that payment of the Fees are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(e) (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payment of the Fees for Services. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees.
(f) (Pricing errors) In the event that we discover an error or inaccuracy in the Fees for your Services, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of paying for the Services at the correct Fees or cancelling the Services. If you choose to cancel the Services and the Fees have already been debited, the full amount will be credited back to your original method of payment.
3.2 MEMBERSHIP FEES
(a) If you have purchased a Membership with us, you must pay the fees on a monthly basis for the duration of your Membership in accordance with the amounts and due dates set out on our Website or as otherwise communicated to you (Membership Fees).
(b) We reserve the right to change the Membership Fees from time to time. We will notify you in advance of a renewal of your Membership if we do this.
3.3 DIRECT DEBIT
Membership Fees will be taken using direct debit (DD). If you have signed up for a Membership, you:
(a) authorise DD in line with our Payment Provider’s separate DD authorisation form (DD Authorisation Form) and any DD agreement (DD Agreement) as applicable;
(b) agree to enter into any DD Agreement required by our Payment Provider;
(c) authorise us to charge your bank account or credit card in advance in line with any DD Authorisation Form and any DD Agreement;
(d) must ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the Fees payable;
(e) acknowledge and agree that there may be additional payments required from the Payment Provider if you miss of fail to make any payment and these terms are separate and in addition to these terms; and
(f) acknowledge that we will not pay any charge back amount if you fail to cancel your Membership in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Membership has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Membership. We may submit periodic charges for the Membership Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.
4. COLLECTION NOTICE AND PRIVACY
(a) We may collect personal information about you in the course of providing you with our Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details of how you can access and correct your personal information.
(c) By agreeing to these terms, you agree to be bound by the clauses outlined in our Privacy Policy.
(d) (Information about business and personnel) You acknowledge and agree that, as part of the Services, we may collect information about your business, including financial information, information about your personnel and potentially client information. We will only collect this information if you consent to provide us with it. If you are providing us with information about your personnel and clients, you acknowledge and agree that you are responsible for ensuring they have provided their informed consent to sharing their information with us and you indemnify us from any claims that arise from any of your personnel or clients not consenting to sharing such information under these terms.
5. INTELLECTUAL PROPERTY
5.1 OUR IP
Intellectual Property Rights in the Services and any other related information, videos or materials (materials) are owned or licensed by us. Except as permitted under applicable laws, no part of the materials can be reproduced, adapted, distributed, displayed, transmitted or otherwise exploited for any commercial purposes without our express written consent.
You will not under these terms acquire Intellectual Property Rights in any of Our IP.
5.2 LICENCE
You grant to us a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Your IP to the extent reasonably required to perform any Services.
You warrant that our use of Your IP as contemplated by these terms will not infringe any third party’s Intellectual Property Rights and you will indemnify Her Health Collective and its personnel from and against all losses, claims, expenses, damages and liabilities which arise out of such infringement.
5.3 DEFINITIONS
For the purposes of this clause 5 and these terms:
(a) “Our IP” means all materials owned or licensed by us and any Intellectual Property Rights attaching to those materials.
(b) “Your IP” means all materials supplied by you to us under or in connection with these terms, including any Intellectual Property Rights attaching to those materials.
(c) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of these terms.
LICENCE TO USE OUR WEBSITE
(a) By paying the Fees, you are granted a licence to access and use the Website for the Services you have purchased.
(b) Each Account must only be used by one person, and you must not give access to your Account to any other person. You are responsible for managing your Account and ensuring that you only access and engage with the Services in an appropriate manner.
(c) Your licence will continue:
(i) for the period that you maintain a valid Membership; or
(ii) indefinitely, if you purchase any Service, so you can return to the Website when you need to.
(d) We will only revoke your licence and terminate your Account if we suspect, for any reason, in our sole discretion, thatyou are misusing the licence, for example by distributing the Services to other people or giving access to your Account to other people, you are making commercial use of or infringing our Intellectual Property Rights (defined in clause 2) in the Services, or if you do not comply with these terms. In the event your license is revoked, and your Account is terminated, you will not be entitled to a refund of the Fees.
7. PUBLISHING PHOTOS ONLINE OR ON SOCIAL MEDIA
Subject to your agreement of non-disparagement of us and the Services, you may publish general information about what you have learnt from the Services, online or on social media (or both), provided such information is general in nature and does not cover any of the actual content or information covered in the Services. We ask that you please provide accreditation to us by reference or hashtag if you make such a publication. We reserve the right to require you to remove any such publications or remove any accreditation to us.
8. SECURITY
(a) While we will use our best efforts to ensure that your information, data or other electronic materials (Data) that is being backed-up or stored as part of the Services will be stored securely, we will not be liable for any unauthorised use, destruction, loss, damage or alteration to the Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(b) We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Services. You should take your own precautions to ensure that the process that you employ for accessing the Services does not expose you to risk of viruses, malicious computer code or other forms of interference
9. THIRD PARTY SERVICES, CONTENT, TERMS AND WEBSITES
9.1 THIRD PARTY GOODS AND SERVICES
(a) The Services may be powered by goods or services provided third parties (including third party platforms) and therefore subject to the terms and conditions of those third parties. For example, most of the Services may be operated on third party platform Kajabi (you can view their terms and conditions here). Your use of the Services is subject to any applicable third party terms and conditions and you agree to familiarise yourself with all applicable third party terms and conditions.
(b) To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault or error of the Services or any issues experienced on the Website.
9.2 THIRD PARTY CONTENT
The Services may contain text, images, data and other content provided by a third party and displayed in the information provided through the Services (Third Party Content). We accept no responsibility for Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
9.3 LINKS TO OTHER WEBSITES
(a) The Services may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
(b) Inclusion of any linked website on the Services does not imply our approval or endorsement of the linked website.
10. ACCEPTABLE USE
We’ll need you to make a few promises about the way you’ll use the Services.
You agree:
(a) not to copy, reproduce, translate, adapt, vary or modify the Services without our express consent;
(b) not to use the Services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(c) not to use the Services for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;
(d) not to attempt to breach the security of the Services or our system security, or otherwise interfere with the normal function of the Services, including by:
(i) gaining unauthorised access to Accounts or data about other users of the Services;
(ii) scanning, probing or testing the Services for security vulnerabilities;
(iii) overload, flood, mailbomb, crash or submit a virus to the Services or our system; or
(iv) instigate or participate in a denial-of-service attack against the Services or our system; and
(e) to ensure that your employees, sub-contractors and other agents who you have authorised to use or access the Services comply with the terms
11. POSTED MATERIALS
As part of using the Services, you may be uploading images, content, information and materials you share with us or the public, including by accessing our Community, sharing content on social media or by contacting us, or when you register an Account (Posted Materials).
By providing or posting any Posted Materials, you represent and warrant that:
(a) you are authorised to provide the Posted Materials;
(b) the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
(c) the Posted Materials are not “passing off” of any product or service and does not constitute unfair competition;
(d) the Posted Materials do not infringe any Intellectual Property Rights, including those of a third party;
(e) the Posted Materials are accurate and true at the time they are provided;
(f) any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(g) the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
(h) the Posted Materials do not breach or infringe any applicable laws, regulations or orders.
By uploading any Posted Materials, you grant to us (and our agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.
You indemnify Her Health Collective and its personnel from and against all losses, claims, expenses, damages and liabilities which arise out of any claim by a third party that the Posted Materials infringe the Intellectual Property Rights of any third party.
We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information
12. REPORTING MISUSE
If you become aware of misuse of the Services by any person, any errors in the material in the Services or any difficulty in accessing or using the Services, please contact us immediately using the contact details or form provided on our Website.
13. SERVICE LIMITATIONS
The Services are made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot and do not represent, warrant or guarantee that:
(a) the Services will be free from errors or defects;
(b) the Services will be accessible at all times;
(c) information you receive or supply through the Services will be secure or confidential; or
(d) any information provided through the Services is accurate or true
14. LIABILITY
(a) To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Services, the Website, the Services these terms or any other goods or services provided by us provided by us to the value of the Fees (if any) paid for the Services. If no Fee has been paid, liability is excluded to the maximum extent permitted by applicable law.
(b) All express or implied representations and warranties in relation to the Services, the Website, the Services these terms or any other goods or services provided by us are, to the maximum extent permitted by applicable law, excluded.
(c) Nothing in these terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund or replacement) if there is a failure with the goods or services we provide.
(d) (Indemnity) You indemnify us and our employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
(i) breach of any of these terms;
(ii) use of the Services, the Website, the Services or any other goods or services provided by us; or
(iii) use of any other goods or services provided by us.
(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will we be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Services, the Website or the Services, these terms or any other goods or services provided by us (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
15. CANCELLATION & REFUNDS
15.1 CANCELLATION OF YOUR MEMBERSHIP
(a) (Automatic renewal) Membership Fees will automatically renew on a monthly basis indefinitely and you must pay the Membership Fees in respect of each month, unless you notify us within 30 days of the expiry of the next month that you want to cancel your Membership. For example, if your Membership renews on 1 June, you must give us notice on or before 2 May that you want to cancel your Membership. Otherwise, we will continue to charge Membership Fees. Please ensure you contact us if you want to cancel your Membership.
(b) (Data) Upon cancellation or termination of your Membership, we will delete any data and material associated with your Membership. You won't be able to recover any of this after cancellation or termination of your Membership so we recommend you back up anything important to you. We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses
arising out the cancellation or termination of your Membership.
15.2 REFUNDS
(a) If you have an issue with any of the Services, please contact us. We will only refund the Fees for change of mind if you request a refund from us within 30 days of:
(i) paying for the Services;
(ii) if you have purchased a Membership, the expiry of the next month of your Membership.
(b) Nothing in this clause 15 is intended to limit or otherwise affect the operation of any of your rights which cannot be excluded under applicable law, including the Competition and Consumer Act 2010 (Cth).
16. DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with these terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with these terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
17. NOTICES
(a) A notice or other communication to a party under these terms must be:
(i) in writing and in English; and
(ii) delivered to the other party via email, to the email address most regularly used by the parties to correspond regarding the subject matter of these terms as at the date of these terms (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that the email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern these terms, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.
18. GENERAL
18.1 GOVERNING LAW AND JURISDICTION
These terms are governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
18.2 WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
18.3 SEVERANCE
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.
18.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
18.5 ASSIGNMENT
You cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party. We can assign the rights or novate these terms in whole or part without your consent, on notice which may be communicated electronically on the website or by email.
18.6 COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
18.7 ENTIRE AGREEMENT
These terms embody the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.
18.8 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.
