Terms & Conditions
1. ACCEPTANCE
1.1 Parties: These Terms are between Jenna Ward Holdings Pty Ltd (ACN 629 781 595) trading as School of Embodied Arts (SOEA), its successors and assignees (referred to as “we” and “us”) and you, the person, organisation or entity described in the Proposal (referred to as “you”). These Terms apply to all Services provided by us to you.
1.2 Acceptance: You have requested the Services set out in the Proposal. You accept these Terms by:
(a) signing and returning the Proposal;
(b) confirming by email or verbally that you accept the Proposal;
(c) accepting the Proposal online;
(d) instructing us to proceed with the Services; or
(e) making part or full payment for the Services.
1.3 You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully. Please contact us if you have any questions. Purchasing Services from us indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms.
Our Contact details:
Jenna Ward Holdings Pty Ltd (ACN 629 781 595) trading as School of Embodied Arts (SOEA)
1.4 First payment instalment: We require that you make the first payment instalment before the Commencement Date. You cannot participate in the Services until you have paid the first payment instalment of our Fee.
1.5 Refunds: To the extent permitted by law, we do not offer any other refunds. You will be required to pay the Fees as set out in the Proposal regardless of your participation in the Services.
2. SERVICES
2.1 The Services comprise of the Service Inclusions.
2.2 In order to receive your Certification at the end of the Services, you must complete all assessment requirements to a satisfactory standard. We reserve the right not to grant certification at our sole discretion. Any decision we make concerning Certification is final.
2.3 The Services expire on the End Date as set out in the Proposal, including online access and virtual community groups (eg. Facebook groups).
2.4 We agree to provide the Services with due care and skill.
2.5 We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.
2.6 We may provide the Services to you using our employees, contractors and third party providers, and they are included in these Terms.
2.7 Third parties who are not our employees or our direct contractors will be your responsibility. We are not responsible for the products or services provided by those third parties.
3. PRICE, INVOICING AND PAYMENT
3.1 You agree to pay us the amounts set out in our Proposal, including any Deposit required. Payment may be made by way of payment methods as set out in our Proposal when purchasing our Services.
3.2 You agree to pay the Fees by the payment date set out on the Proposal. If you do not pay by the payment date, we may cease to provide the Services to you until we receive payment:
(a) If payment is more than 7 days overdue, we will suspend access to the Services (including live calls); and
(b) If payment is more than 14 days overdue, we reserve the right to terminate these Terms.
3.3 We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
3.4 If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us.
3.5 We reserve the right to report bad debts to independent credit data agencies.
4. YOUR OBLIGATIONS AND WARRANTIES
4.1 You warrant that:
(a) you are at least 18 years of age;
(b) you will cooperate with us, and provide us with information that is reasonably necessary to enable us to provide the Services;
(c) the information you provide to us is true, correct and complete;
(d) when participating in the Services, you must ensure that the area is at all times suitable and safe for the activities in which you are undertaking.
(e) we may permit to give you access to the Private Members Area. You are responsible for access to and control of your account, and for all activities that occur under your account or password. You must notify us immediately at [email protected] if you believe that your account has been compromised.
(f) we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded in the Private Members Area.
(g) we reserve the right to terminate accounts that are inactive for an extended period of time.
(h) we reserve the right to modify, temporarily or permanently, the Services (or any part thereof) with or without notice; and
(i) you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors.
5. OUR INTELLECTUAL PROPERTY
5.1 We own the Intellectual Property rights in:
(a) our pre-existing Intellectual Property, including but not limited to copyright which subsists in all creative and literary works incorporated into our pre-existing Intellectual Property; and
(b) Intellectual Property that we create during the course of the Services, including but not limited to copyright which subsists in all creative and literary works in all Intellectual Property that we create during the course of the Services;
unless we assign or transfer this to you. This Intellectual Property is protected by Australian and international laws.
5.2 Nothing in these Terms constitutes an assignment or transfer of our Intellectual Property rights, or a right to use our Intellectual Property, whether registered or unregistered, except as stated in these Terms or with our written permission.
5.3 You must not breach our Intellectual Property rights by, including but not limited to:
(a) altering or modifying our Intellectual Property;
(b) creating derivative works from the Intellectual Property; or
(c) using our Intellectual Property for commercial purposes such as on-sale to third parties.
5.4 You have no right to use names owned by us, including but not limited to ‘School of Embodied Arts’ unless:
(a) you hold Certification and
(b) have signed a Licence Agreement
5.5 This clause will survive the termination of these Terms.
6. CONFIDENTIAL INFORMATION
6.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.
6.2 You agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.
6.3 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority including under subpoena.
6.4 This clause will survive the termination of these Terms.
7. FEEDBACK AND DISPUTE RESOLUTION
7.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
7.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.
(b) If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Queensland to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
7.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
8. TERM AND TERMINATION
8.1 We may terminate these Terms if there has been a material breach of these Terms, subject to following the dispute resolution procedure.
8.2 We may terminate these Terms immediately, at our sole discretion, if:
(a) you commit a non-remediable breach of these Terms;
(b) you commit a remediable breach of these Terms and do not remedy the breach within a reasonable time after receiving written notice of the breach;
(c) we consider that a request for the Services is inappropriate, improper or unlawful;
(d) you fail to provide us with clear or timely instructions to enable us to provide the Services;
(e) we consider that our working relationship has broken down including a loss of confidence and trust;
(f) for any other reason outside our control which has the effect of compromising our ability to perform the Services; or
(g) you fail to pay by the due date.
8.3 On termination of these Terms you agree that any payments made are not refundable to you, and you are required to pay the total Fees in full for all Services, including Services which have not yet been performed.
8.4 On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property.
8.5 On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and/or Intellectual Property.
8.6 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
8.7 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
9. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
9.1 Service Standard: We will provide the Services with due care and skill, the Services will be fit for the purpose that we advertise, and we will supply the Services within a reasonable time.
9.2 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010(Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
9.3 Statutory Rights: Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Services is governed solely by the ACL and these Terms.
9.4 Warranties: Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind.
9.5 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services, where it is affected by your delay in response or supply of incomplete or incorrect information.
9.6 Referrals: We may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services.
9.7 Availability: To the extent permitted by law, we exclude liability for:
(a) the Services being unavailable; and
(b) any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
9.8 Disclaimers: To the extent permitted by law we disclaim all responsibility and liability for:
(a) any injury or damage suffered to you, others or your property during your participation in the Services;
(b) misrepresentations we make regarding the Services and its potential benefits. Results can and do vary; therefore we make no guarantees;
(c) your success in finding employment or business with the Certification obtained from the Services. We do not guarantee or promise employment;
(d) any representation that you will succeed in starting a coaching business of your own;
(e) any inaccuracy or misleading information provided during the Services and any reliance by you on any such information;
(f) any indirect, special or consequential loss arising from any breach of these Terms; and
(g) our mental health and wellbeing. If you invoke any past traumas or mental health concerns during participation, you should seek help from a qualified mental health professional (we can suspend Services to you for a short period if necessary).
9.9 Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates. Our total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms and pursuant to the Proposal for the 12 month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
9.10 This clause will survive the termination of these Terms.
10. INDEMNITY
10.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) your breach of these Terms;
(c) any misuse of the Services by you, your employees, contractors or agents; and
(d) your breach of any law or third party rights.
10.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
10.3 This clause will survive the termination of these Terms.
11. GENERAL
11.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
11.2 Publicity: You consent to us stating that we provided Services to you, including but not limited to mentioning you on our website and in our promotional material.
11.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
11.4 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, employer-employee or psychiatrist-patient.
11.5 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
11.6 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
11.7 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.
11.8 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
11.9 Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.
11.10 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
11.12 Special Conditions: The Special Conditions will prevail to the extent of any inconsistency with these Terms.
12. DEFINITIONS
12.1 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.
12.2 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special, consequential and/or incidental, and whether involving a third party or a Party to the Terms or otherwise.
12.3 Certification means certification as a ‘Feminine Embodiment Coaching Certification’;
12.4 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as "confidential".
12.5 Deposit (if any) set out in the Proposal.
12.6 End Date as set out in the Proposal.
12.7 Expenses (if any) are set out in the Proposal.
12.8 Fees are set out in the Proposal.
12.9 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.
12.10 Licence Agreement means a licence agreement prepared by us to allow you to use the business name School of Embodied Arts after receiving Certification.
12.11 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
12.12 Party and Parties means a party or parties to these Terms.
12.13 Private Members Area means the private online training portal.
12.14 Proposal means the Proposal to which these Terms are attached.
12.15 Service Inclusions are set out in the Proposal.
12.16 Services are set out in the Proposal.
12.17 Special Conditions means the special conditions, if any, detailed in the Proposal.
12.18 Terms means these terms and conditions.
