Nourish Us Pty Ltd COACH / SERVICES AGREEMENT
GENERAL TERMS & CONDITIONS
1. OVERVIEW
1.1. The Agreement between you (Client) and us (Nourish Us Pty Ltd) is made up of
these General Terms and Conditions (T&Cs) and the accompanying Proposal,
along with any subsequent Proposal as agreed upon from time to time.
1.2. The Proposal contains the specific information that is relevant to our unique
arrangement with you, and is designed to be read alongside the T&Cs.
1.3. If there is any inconsistency between the T&Cs and the Proposal, the content of
the Proposal will prevail to the extent of the inconsistency.
1.4. Any variation to the Proposal must be mutually agreed upon in writing.
1.5. The Agreement will come into effect on the Commencement Date and continue
for the Term.
1.6. Subject to the nature of the Services being provided, additional special conditions
may apply as set out in the Proposal.
1.7. Both parties will ensure that they hold appropriate insurance where applicable,
and agree to comply with all Applicable Laws, both during and following the
Term.
1.8. You acknowledge that you have read and understood the T&Cs and Proposal prior
to signing the Agreement, and have sought professional and/or legal advice
should you require clarification on any aspect of the Agreement.
2. SERVICES
2.1. We agree to perform the Services to the best of our ability and in accordance
with the Key Dates.
2.2. You agree to provide us with all relevant Client Information we request from you,
and any other information we reasonably require in order to be able to perform
the Services.
2.3. The total scope of the Services is as set out in the Proposal, along with the Key
Dates for delivery. If Services outside the scope are required, these will be quoted
separately at our Hourly Rate.
2.4. You acknowledge that you are solely responsible for determining whether our
Services are appropriate for you.
2.5. You further acknowledge that you:
a. are not to use the Services to diagnose or treat any mental or physical health
concern or issue;
b. must not be under the influence of drugs or alcohol while the Services are
being performed;
c. will provide accurate and complete information to the best of your
knowledge and understanding;
d. will communicate honestly, be open to feedback and suggestions, and fully
engage with the Services to the best of your ability;
e. are solely responsible for implementing any strategies and techniques
discussed during provision of the Services; and
f. will ensure punctual attendance at all sessions that form part of the Services.
3. FEES
3.1. If choosing a payment plan options the first instalment is due on signing the T&Cs
within the timeframe specified in the Proposal. The Services will not commence
until the Deposit has been paid. The payment is non-refundable regardless of
Service delivery.
3.2. The first instalment secures a start date for you to commence the Services. All
remaining payments will be due prior to each consultation instalments.
3.3. All Fees will be payable via electronic funds transfer to our nominated bank
account on the Payment Dates set out in the invoice.
3.4. If you do not pay us any portion of the Fees within the stipulated timeframe, we
may charge you interest at the Interest Rate set out in the Proposal. If unpaid
Fees are recovered through an external agency, you acknowledge that you will be
responsible for the costs involved in the recovery.
3.5. Payments plan clients will be billed monthly in advance.
4. CANCELLATIONS AND REFUNDS
4.1. We reserve the right to cancel the Services, or reschedule them at a mutually
convenient time, for any reason. If the Services have been cancelled by us and
not rescheduled, we will refund the Fees paid for the cancelled portion of the
Services.
4.2. We will not be liable for any failure to perform the Services to the extent that it is
caused by your noncompliance with your obligations under the Agreement.
4.3. If we are delayed or prevented from performing the Services or meeting the Key
Dates, either due to your noncompliance with your obligations or a Force
Majeure Event, we reserve the right to reschedule the Key Dates.
4.4. If we are unable to reschedule the Key Dates due to a Force Majeure Event, this
shall not be deemed a breach of the Agreement.
4.5. If we are unable to perform the Services for any reason and are unable to
reschedule the Key Dates, you are entitled to terminate the Agreement and
receive a full refund of Fees paid, less deductions for Services already performed.
4.6. Where you cancel any Services, or not attend the services you will not be
allegeable for refund.
4.7. Refunds in lieu of money (such as credit for other Services) may be offered to you
at our sole discretion.
5. INTELLECTUAL PROPERTY
5.1. We retain sole ownership of all Intellectual Property Rights (including Moral
Rights) in our Services, programs, courses and materials, whether created prior to
or during provision of the Services. These materials are not to be used by you
without our express written permission.
5.2. Any original materials are provided to you under a single-use licence for your
individual purposes, and are not to be used for commercial purposes.
5.3. We retain the right to reference the Services we have provided to you (including
your name, business name, logo and any trade marks), on websites, social media
and any other media for recognition or professional advancement purposes.
5.4. We will anonymise any feedback or testimonials, and not disclose any of your
sensitive or personal information, on your request.
5.5. Wherever applicable, you agree to credit us with provision of the Services
wherever reference to them may appear, and ensure that any third party does
the same.
5.6. You acknowledge that all Third Party Materials are the exclusive property of their
exclusive owners, and where such materials are required to perform the Services,
you agree to pay the costs associated with their use.
6. TERMINATION
6.1. We may terminate the Agreement with immediate effect if:
a. you do not pay the Fees by the Payment Date, you fail to provide the Client
Information or other information within a reasonable time of our request;
b. you otherwise breach any obligation under the Agreement;
c. we consider that mutual trust or confidence no longer exists; or
d. we determine that we are no longer able to perform the Services for any
reason.
6.2. If we terminate the Agreement in accordance with clause 6.1(e), we will, at our
sole discretion:
a. complete all work for which you have paid the associated Fees; or
b. refund Fees paid for work not yet performed, or not able to be performed as
a result of termination.
6.3. You cannot request a refund if:
a. the reason for termination is outside of our control;
b. you change your mind;
c. you fail to clearly explain your needs to us; or
d. you insist on the Services being performed in a way that is against our advice.
6.4. If the Agreement is terminated:
a. our obligation to perform the Services will cease;
b. you must immediately pay all Fees payable for the work completed at the
date of termination;
c. provided you have paid all Fees due, we will provide you with all work
completed up to the date of termination that comprises the Services;
d. any Fees paid for Services not yet performed may be refunded at our sole discretion; and
e. each party must return or destroy (at the other party’s request) all
Confidential Information of the other party.
7. WARRANTIES AND INDEMNITIES
7.1. The Services are provided on an “as is” basis, without representation, warranty or
condition of any kind (either express or implied).
7.2. The nature of certain Services means that we are unable to guarantee particular
results, and any examples of Services provided to other clients is a representation
of potential results only. Any results achieved through your participation in the Services will vary depending on a range of factors beyond our control.
7.3. The information we provide through our Services does not constitute professional [health advice, regardless of whether we are licensed professionals
of any type. We cannot be held liable for any action taken by you in reliance on the information we provide. You agree to consult with the relevant licensed professional/s prior to taking any action.
7.4. Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.
7.5. Nothing in the Agreement excludes, restricts or modifies any condition, warranty,
right or remedy implied or imposed by any law that cannot be lawfully excluded,
restricted or modified.
7.6. If any warranty or condition is implied into the Agreement and cannot be
excluded, our liability is limited to resupplying the Services or payment of the cost
of having the Services resupplied.
7.7. You agree to indemnify and hold us harmless from all claims and losses arising
from damage, liability, injury or infringement that arise out of any information
you supply to us, or any information provided to you through our website, social
media platforms or the Services we perform for you.
7.8. Neither party will be liable or held in breach of the Agreement for any failure to
perform its obligations to the extent that said failure is caused by the other party’s noncompliance, negligence or misconduct.
7.9. Neither party will be liable to the other for any loss or damage arising out of the Agreement, whether foreseeable or not and however caused, with the exception
of confidentiality and indemnification obligations.
7.10. We will not be liable for any loss or damage suffered by a third party in connection with the Agreement.
7.11. Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement.
7.12. Our liability to you (including under indemnity) is capped to the return of all Fees
paid, and will be reduced to the extent that your acts or omissions contribute to or cause the liability
8. CONFIDENTIALITY AND PRIVACY
8.1. Each party agrees that, unless it has the prior written consent of the other party,
it will:
a. keep the Confidential Information of the other party confidential at all times;
b. ensure that any person to whom Confidential Information is disclosed is
aware of and complies with this clause; and
c. where there is prior consent, inform the other party of any proposed
disclosure, including the form of disclosure, within a reasonable timeframe.
8.2. These obligations of confidentiality do not apply to any disclosure that:
a. is for the purpose of performing the Agreement or exercising a party’s rights
under the Agreement;
b. is required by Applicable Law; or
c. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without
restriction and without the breach of any obligation of confidence.
8.3. Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.
9. MISCELLANEOUS
9.1. Relationship of Parties
We are independent contractors, and the relationship between you and us does
not constitute that of a partnership, joint venture or employer and employee.
9.2. Exclusivity
We will be the exclusive provider of the Services during the Term, however when
this is a group service to others at the same time. There may be other
professionals who join and add content to the service
9.3. Non-Disparagement
Without limiting either party’s rights, each party agrees not to disparage the
other or provide negative feedback in a public forum (such as social media or an
online review platform) at any time during or following provision of the Services. whether written or verbal.
9.7. Governing Law
The formation, construction, performance and enforcement of the Agreement
will be in accordance with the laws in force in the state where we reside. You and
we submit to the exclusive jurisdiction of the courts of that state.
9.8. Execution and Counterparts
The Agreement will become binding when any one or more counterparts of a
Proposal, individually or taken together, are signed by the parties. The Agreement
may be executed by way of electronic signature, including by clicking “I consent”
or similar. If the Agreement is executed in this way, it will be considered an
original that has been properly executed.
9.9. Amendment or Variation
Any amendment or variation to the Agreement is not effective unless agreed by
you and us in writing.
9.10. Validity
If any provision of the Agreement is held invalid or unenforceable, it will either be
severed from the Agreement or replaced by a valid or enforceable provision. If
applicable, any new provision will take effect immediately. All other provisions
will remain in effect throughout.
9.11. Assignment
You are not permitted to assign the Agreement or otherwise deal with any
benefits or rights under it without our prior written consent. Conversely, we may
do so without your consent.
9.12. Interpretation
All headings are for ease of reference and do not affect the interpretation of the
Agreement. Words in the singular include the plural and vice versa, and
references to “including” and similar words do not imply any limit.