1:1 Mindset Coaching

TERMS AND CONDITIONS
1 HOW TO READ THIS AGREEMENT
1.1 MEANING OF CAPITALISED WORDS AND PHRASES
Capitalised words and phrases used in this agreement have the meaning given:
(a) to that word or phrase in the Key Details or throughout the agreement; or
(b) by the words immediately preceding any bolded and bracketed word(s) or phrase(s).
1.2 ORDER OF PRECEDENCE
In the event of any inconsistency between these terms and conditions and the Key Details, the Key Details will prevail to the extent of such inconsistency.
2 DURATION AND RENEWAL OF THIS AGREEMENT
(a) This agreement will commence on the Start Date and continues in effect for the duration set out in the Key Details (Term), unless earlier terminated in accordance with clause 15 or extended in accordance with clause 2(b).
(b) The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
(c) If any Services are supplied after the expiry of the Term, without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that this agreement will not apply, this agreement will continue to apply for those Services.
3 SERVICES
3.1 SCOPE OF SERVICES
Anna will provide you with the Services set out in the Key Details in accordance with the terms of this agreement.
3.2 CHECK-INS
(a) Anna will provide you with Check-Ins to update you on your progress and provide you with mentorship (Check-In).
(b) The Check-Ins will occur via a third-party online video-conferencing application (Check- In Platform) or via a communication platform as agreed from time to time between you and Anna. You must agree to the Check-In Platform’s terms and conditions in order to attend the Check-In and the Check-In Platform’s policies apply to Anna’s provision of the Check-Ins to you. On the date these terms were last updated, the Check-In Platform is currently Zoom, and their Terms of Service are available here: www.zoom.us/terms.
(c) The parties acknowledge that the intention is for one Check-In to take place twice every month during the Term.
(d) Once a Check-In date and date and time has been agreed, you can only cancel or re-schedule a Check-In in accordance with clause 6.1(a). It is your responsibility to ensure that you attend each Check-In at the date, time and via the communication platform agreed with Anna.
(e) If you are up to 10 minutes late to a scheduled Check-In, this time will be deducted from the total time of the Check-In. For clarity, if you are 10 minutes late to a Check-In which is 45 minutes in length, the call length will be reduced to 35 minutes.
(f) If you do not attend the Check-In within 10 minutes of the scheduled time or you do not attend the Check-In at all, you acknowledge and agree that you have forfeited the Check-In and that the Check-In cannot be rescheduled.
4 COMMUNICATION TIMES
4.1 TIMES
(a) Anna will be available for communication between the hours of 9 AM to 5 PM from Monday to Friday (Work Times).
(b) Anna will not be available for communication on Saturdays and Sundays.
4.2 METHOD OF COMMUNICATION
Anna can be contacted for communication through her WhatsApp username as set out on the Key Details.
5 PAYMENT
5.1 FEES
(a) You must pay the Fees to Anna, in the amounts and at the times set out in the Key Details or as otherwise agreed in writing.
(b) Anna will notify you of the payment method if different from the payment method set out in the Key Details.
(c) Anna reserves the right to suspend all or part of the Services indefinitely if you fail to pay the Fees.
5.2 TIME FOR PAYMENT
(a) Unless otherwise agreed in writing or specified in the Key Details, if Anna issues an invoice to you, payment must be made by the time (s) specified in such invoice.
(b) If Anna issues an invoice to you, you must make payment in accordance with the payment due date set out in the invoice.
5.3 LATE PAYMENT
If you do not pay Anna the amounts due and payable under an invoice within 3 Business Days of the due date specified on the invoice, you will be charged a late fee of $50. If Anna does not receive payment following 3 Business Days of you receiving the invoice, an additional $10 late fee will be charged for each consecutive Business Day following that, until payment is made by you.
5.4 FEE INCREASES
Anna reserves the right to increase the Fees at any time by giving you a 31-day notice of such increase.
5.5 NON-REFUNDABLE FEES
Any unused period you would be entitled to if you cancel this agreement prior to the expiration of the Term, is non-refundable.
5.6 GST
Unless otherwise indicated, amounts stated in a Key Details include GST.
6 RESCHEDULING AND CANCELLING A CHECK-IN
6.1 CANCELLATION BY YOU
(a) If you cancel a Check-In:
(i) more than 24 hours before the start time for that Check-In, the Check-In will be rescheduled; or
(ii) less than 24 hours before the start time for that Check-In, the Check-In will be cancelled and will not be rescheduled.
(b) Anna may, at her discretion, allow you to reschedule a Check-In even if you have cancelled a Check-In less than 24 hours prior to the start time for that Check-In.
6.2 CANCELLATION BY ANNA
Anna may cancel a Check-In at any time for any reason, including where she is unable to attend due to sickness or unforeseen commitments. If Anna cancels a Check-In and is unable to reschedule the Check-In, Anna will refund the pro-rata Fees for that week.
7 PAUSE
(a) At any time, you may provide a written request to Anna for a temporary pause of the Services (Pause).
(b) Anna will consider your request for a Pause if extenuating circumstances exist such that you are unable to use the Services, for example for health reasons.
(c) Anna may, at her discretion, allow a Pause for a minimum of 2 weeks and a maximum of 4 weeks, however is under no obligation to do so for any reason.
(d) If Anna notifies you that your request for a Pause is approved:
(i) you are not obliged to pay the Fees otherwise due for the relevant Pause period;
(ii) Anna will not perform the Services during the Pause;
(iii) the Term will be extended by the duration of the Pause;
(iv) except for the suspended obligations set out in this clause, Anna standard terms will continue to apply for the duration of the Pause; and
(v) at the end of the Pause, any suspended obligations under this clause will automatically resume, including your obligation to pay the Fees for any Services to be performed by Anna.
8 TESTIMONIALS
(a) You acknowledge and agree that Anna may use any feedback from you as testimonials to post on her website or social media accounts to promote her Services (Testimonials).
(b) If Anna uses Testimonials on her website or social media, Anna will endeavour to ensure that any descriptions and specifications in relation to specifics and results on her website and social media are accurate. However, any details and other particulars accompanying information associated with a Testimonial are based on information provided by individuals and clients. Therefore, Anna does not guarantee that those descriptions and specifications are accurate or free from errors or omissions. Anna reserves the right to make any necessary corrections to the description or specifications in Testimonials without notice.
9 CONFIDENTIALITY
(a) Each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause 9 does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of this agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by Anna to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement.
(c) For the purposes of this agreement, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
10 INTELLECTUAL PROPERTY
(a) Anna retains all intellectual property rights in the design of any programs, plans and any other material created by Anna in the course of providing the Services (Material).You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Material.
(b) In this clause, “intellectual property rights” means all copyright, trade mark, design, patent, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
11 ACCREDITATION
(a) With Anna’s express written consent, you may post comments or images of the Services online or on social media (or both), provided you reference or hashtag Anna. Anna reserves the right to withdraw such consent and require you to remove any posts that feature the Services or remove any accreditation to Anna.
(b) If you provide any images to Anna, or provide Anna with a testimonial of the Services, Anna may publish those images or testimonials online, including on Anna website or social media accounts with or without (at Anna’s discretion) accreditation to you.
12 WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(b) Nothing in this agreement 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, replacement or repair) if there is a failure with the services provided.
13 LIABILITY
(a) (Limitation of liability) To the maximum extent permitted by applicable law, Anna’s maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with this agreement is limited to the total Fees paid by you to Anna in the 3 months preceding the first event giving rise to the relevant liability.
(b) (Indemnity) You agree at all times to indemnify and hold harmless Anna and her officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or your officers’, employees’ or agents’:
(i) breach of any term of this agreement; or
(ii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) Anna will not 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 this agreement or any goods or services provided by us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.
14 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement 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 14.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement 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 14.
(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.
15 TERMINATION
15.1 REFUNDS
There will be no change of mind refunds. If you decide to no longer continue with the Services, you will not be refunded the Fees.
15.2 TERMINATION
(a) Anna may terminate this agreement at any time by providing 2 weeks’ written notice to you.
(b) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
(i) is in breach of this agreement and either:
(A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(B) that breach is not capable of remedy; or
(ii) ceases, suspends or threatens to cease or suspend to conduct its business; or
(iii) becomes subject to any form of insolvency or bankruptcy administration.
15.3 ACCRUED RIGHTS AND LIABILITIES
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
15.4 CONSEQUENCES OF EXPIRATION OR TERMINATION
Upon expiration or termination of this agreement:
(a) in the case where Anna terminates for convenience or you terminate due to Anna’s breach of this agreement:
(i) Anna will refund any amounts paid by you for Services not provided as at the date of termination; and
(ii) you must pay all amounts owed for Services already provided as at the date of termination; or
(b) in the case where Anna terminates this agreement under clause 15.2(b), you must pay all unpaid Fees as liquidated damages,
(c) each party must return all property of the other party to that other party; and
(d) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession In or control containing confidential information of the other party.
15.5 LIQUIDATED DAMAGES
You acknowledge and agree that any liquidated damages are a genuine pre-estimate of the loss suffered by us and are not a penalty.
15.6 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
16 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 16(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
17 NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (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 an 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; or
(ii) when replied to by the other party,
whichever is earlier.
18 GENERAL
18.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Western Australia, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. 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 BUSINESS DAYS
If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise. “Business day” means a day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in New South Wales, Australia.
18.3 AMENDMENTS
This agreement may only be amended in accordance with a written agreement between the parties.
18.4 WAIVER
No party to this agreement 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.
18.5 SEVERANCE
Any term of this agreement 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 this agreement is not limited or otherwise affected.
18.6 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.
18.7 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
18.8 COUNTERPARTS
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
18.9 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
18.10 ENTIRE AGREEMENT
This agreement embodies 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 this agreement.
18.11 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $; or “dollar” is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (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;
(e) (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;
(f) (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;
(g) (this agreement) 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 this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.