ONLINE COACHING AND CONSULTING AGREEMENT
Welcome to AdvanceMed (Great Mynds Pty Ltd trading as AdvanceMed ABN 13 613 634 343). In these terms, AdvanceMed is also referred to as “our”, “we’’, or “me”. And you are you!
What are these terms about?
These terms and conditions apply when you purchase Coaching and Consulting Services through our website, being https://advancemed.com.au/, https://coaching.advancemed.com.au/ and any other websites we operate with the same domain name and a different extension, or through a third party platform (the Website). By purchasing Coaching and Consulting Services, you agree to these terms and conditions.
The AdvanceMed Coaching Program will include coaching and/or consulting sessions with AdvanceMed Coaching, as well as access to other services, which may include online course materials, coaching platform, worksheets, work guides, and additional work materials tailored to you (AdvanceMed Resources), and any other services we’ve agreed are right for you as described in the Enrolment Form (collectively, the Coaching and Consulting Services).
Key Words used in these terms
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 start the AdvanceMed Coaching Program, or otherwise engage with your AdvanceMed Coaching Program, please carefully read these terms and contact us if you have any questions or queries to ensure that you understand these terms. If you don’t agree to these terms, please don’t undertake the AdvanceMed Coaching Program. By signing this document, or otherwise proceeding to engage with the AdvanceMed Coaching Program, you agree to be bound by these terms.
|MEANING / DETAILS
|Great Mynds Pty Ltd trading as AdvanceMed ABN 13 613 634 343
|Client or ‘’you’’
|Name: Contact Email: Contact Number:
|One-On-One Sessions Description: [insert] Number of Sessions: [please see invoice]
Program/Course Name and/or Description: [please see invoice]
Number of Sessions: [please see invoice]
AdvanceMed Resources Description: [please see invoice]
|The date this agreement is signed by the Client.
|12 months or until the Program or Sessions (as the case may be) have been completed.
|Fees Payment Terms Payment Method Payment Due Date
|Total Amount: $[insert]
☐ [Full payment upfront due on the Commencement Date]
☐ [Customised payment plan: [insert number] [insert interval e.g. monthly] instalments of $X starting on the Commencement Date]
☐ [Stripe] ☐ [Paypal] ☐ [Electronic Funds Transfer]
☐ [on the Commencement Date]
☐ [as set out on each invoice issued by AdvanceMed]
|I consent to AdvanceMed recording the Sessions:
☐Yes ☐ No
I consent to AdvanceMed recording my details in a secure coaching log to be provided to the International Coaching Federation in the event of an audit, for the purpose of verifying the number of coaching hours completed:
☐Yes ☐ No
By signing below, the Client agrees to the terms and conditions of this Enrolment Form and our terms and conditions which are attached and incorporated into this Enrolment Form.
Signed as an agreement on _________________ (date)
|Signed by the Client
TERMS AND CONDITIONS
These terms and conditions, together with any additional terms mutually agreed in writing (this Agreement) set out the terms under which AdvanceMed Coaching provides Coaching and Consulting Services to you.
- The parties agree to be bound by these terms and conditions, including the Enrolment Form (Terms).
- These terms will apply to all of the Client’s current and future dealings with AdvanceMed including being incorporated in all agreements, quotations or orders under which the Client engages AdvanceMed to perform Coaching and Consulting Services (each an Enrolment Form) together with any special conditions included in an Enrolment Form.
- In the event of any inconsistency between these terms and conditions and the Enrolment Form, these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” in an Enrolment Form will prevail over the other these terms and conditions to the extent of any inconsistency.
- By accepting an Enrolment Form (Course Enrolment), you are committing to paying the total amount payable under these terms and conditions regardless of whether or not you continue to participate in the Coaching and Consulting Services until the completion of the program.
- This agreement commences on the Commencement Date specified in an Enrolment Form and will continue for the period specified in the Enrolment Form, unless terminated earlier in accordance with clause 22 (the Term).
- The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
- If any Coaching and Consulting 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 these terms will not apply, the terms of this agreement will continue to apply for those Coaching and Consulting Services.
3. HOW TO READ THIS AGREEMENT
Capitalised words and phrases used in these terms and conditions have the meaning given in the definitions in clause 4 of this Agreement or by the word immediately preceding any bolded and bracketed word(s) or phrase(s).
In these Terms and Conditions, the following words and phrases have the following meaning:
|means any Material supplied by you under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.
|means all Material provided to you in connection with the Coaching and Consulting Services. This includes but is not limited to cover letters, resumes and job application documents.
|Coaching and Consulting Services
|means the particular coaching and consulting services purchased by you as described on the Website and the Enrolment Form, which may, for example, include access to an online course, program, workshop and/or one-on-one sessions for consulting and coaching. Details of what is included in the Coaching and Consulting Services will be provided on the Website and available to you at the time of purchase and in your Customer Dashboard at https://coaching.advancemed.com.au/customer-dashboard/
|means information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
|AdvanceMed Coaching IP
|means all Materials owned or licensed by AdvanceMed Coaching, including all Coaching and Consulting Resources and any Intellectual Property Rights attaching to those Materials.
|means the fees set out on the Website for the Coaching and Consulting Services you are purchasing.
|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 this Agreement.
|means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.
|means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.
|means employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
|means the applicable time period for which you will have access to the Coaching and Consulting Services as described on the Website and the Enrolment Form.
5. COACHING AND CONSULTING SERVICES
- In consideration for the payment of the Fees in the amounts and at the times set out in the Enrolment Form, we will provide you with the Coaching and Consulting Services.
- Unless otherwise agreed in writing, AdvanceMed may, in our discretion:
- not commence providing you with, or access to the AdvanceMed Resources and Coaching and Consulting Services until you have paid any applicable Fees; and
- withhold delivery of the AdvanceMed Resources and Coaching and Consulting Services until you have paid the applicable Fees in respect of any Coaching and Consulting Services, including Fees for previous Coaching and Consulting Services that we have already provided.
5.2 ADVANCEMED RESOURCES
If the Enrolment Form states that AdvanceMed Resources will be provided:
- AdvanceMed will upload AdvanceMed Resources when they become available;
- AdvanceMed will edit the AdvanceMed Resources, from time to time, at its sole discretion
- we use third party platforms to deliver Coaching and Consulting Services and provide and manage AdvanceMed Resources. These include:
- (WordPress) Our websites are constructed using the WordPress framework, hosted in Australia and utilise various third-party plugin providers; details of these third party providers and terms and conditions are available upon request;
- (Dropbox) You will need to access Dropbox using the same email used for purchasing Coaching and Consulting Services under this agreement, which is subject to both this agreement and the terms and conditions of Dropbox, which can be accessed here: https://www.dropbox.com/terms;
- (UpCoach) To register for access to UpCoach, you will be given a link to unlock access to an online portal. You will need to create a personalised access account (UpCoach Account) using the same email used for purchasing Coaching and Consulting Services under this agreement, which is subject to both this agreement and the terms and conditions of UpCoach, which can be accessed here: https://upcoach.in/terms-conditions/;
- (Zoom) You will need to download the Zoom application on your device and create a personalised access account (Zoom Account) using the same email used for purchasing Coaching and Consulting Services under this agreement, which is subject to both this agreement and the terms and conditions of Zoom, which can be accessed here: https://explore.zoom.us/en/terms/.
- You agree that you are responsible for managing any personal Dropbox, Zoom and UpCoach Accounts (Accounts). You must not give access to your Accounts to any other person and ensure that you only access and engage with the AdvanceMed Resources in an appropriate manner.
- You are granted a limited, non-transferrable licence to use the AdvanceMed Resources for your own personal, non-commercial purposes during the Term. Where the AdvanceMed Resources have been prepared specifically for you such as cover letters, resumes and job application documents, you may make modifications to your own copies of those AdvanceMed Resources.
- You must not and must not attempt to copy, reproduce, adapt, vary, distribute, sell, modify, publish or otherwise commercialise the AdvanceMed Resources without our prior written consent, except as expressly contemplated by this Agreement.
- You acknowledge and agree that to maintain access to the AdvanceMed Resources after the Term, you may purchase additional Coaching and Consulting Services or purchase a Membership and pay a Membership Fee.
- Your licence will continue during the Term and while you have a Membership. We will only revoke your licence if we suspect for any reason in our sole discretion that you are misusing the licence, for example by distributing the AdvanceMed Resources to other people or giving access to your account to other people, you are making commercial use of or infringing the intellectual property rights in the AdvanceMed Resources, or if you do not comply with these Terms. In the event your license is revoked, you will not be entitled to a refund of any Fees.
This clause applies for any One-on-one Sessions and Programs purchased as part of the Coaching and Consulting Services (Sessions).
- You may make a booking for a Session by using the functionality available on the Website or third party booking platform known as Bookafy. You will need to create a personalised access account (BookafyAccount) using the same email used for purchasing Coaching and Consulting Services under this agreement, which is subject to both this agreement and the terms and conditions of Bookafy, which can be accessed here: https://bookafy.com/terms_of_service/.
- You acknowledge and agree that cancellations of Sessions are to be made in accordance with the process set out in clause 9.1.
- You must not behave in a manner that could be taken to threaten, bully, harass, intimidate or otherwise offend any other client of AdvanceMed or our personnel.
- You acknowledge and agree that you must actively participate and follow all directions given in the Sessions in order for the Services to be effective.
- (Video Conference) The Sessions will occur via a third party online video conferencing application (Session Platform), which we will notify you of prior to your Session. We recommend downloading the Session Platform prior to the Session’s scheduled start time. You agree to the Session Platform’s terms and conditions, and its policies apply to our provision of the Sessions to you. At the time of these terms, the Session Platform is Zoom and their Terms of Service are available here: https://explore.zoom.us/en/terms/.
- We reserve the right to use alternative third party online booking and video conferencing platforms (Alternative Session Platforms), which we will notify you of as well as advise you of the Alternative Session Platform’s terms and conditions prior to your Session. We recommend downloading the Session Platform prior to the Session’s scheduled start time. You agree to the Session Platform’s terms and conditions, and its policies apply to our provision of the Sessions to you.
- (Session Platform and Alternative Session Platform Issues) Any technical or other issues with the Session Platform or the Alternative Session Platform should be directed to the relevant Platform to troubleshoot the issue. We will not be liable for any loss or damage suffered as a result of or in connection with issues on the Session Platform or the Alternative Session Platform.
6. ADVANCEMED FORUMS
- The Coaching and Consulting Services may include access to certain AdvanceMed Forums, such as the AdvanceMed blog and forums (AdvanceMed Forums).
- If applicable, we will provide you with all required information to access the relevant AdvanceMed Forums.
By posting any information, materials or other content on any AdvanceMed Forums (Posted Material), you represent and warrant that:
- you are authorised to provide the Posted Material;
- the Posted Material is accurate and true at the time it is provided;
- any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
- the Posted Material does not infringe any copyright, trade mark, design, patent, semiconductor and circuit layout rights, 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 (Intellectual Property Rights);
- the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
- the Posted Material does not breach or infringe any applicable laws.;
- you acknowledge and agree that AdvanceMed does not represent or warrant that any Posted Materials provided or posted on the AdvanceMed Forum are true or correct or comply with this clause.
- The information we collect may have analytical, educational, or commercial value to us. We respect your privacy, and we will take reasonable steps to keep your personal information and Posted Material confidential and protected, including de-identification.
- You grant to AdvanceMed 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 any deidentified Posted Material in order for AdvanceMed to use, exploit or otherwise enjoy the benefit of such Posted Material.
- If you wish to withdraw your consent to our collection, use or disclosure of your personal information or Posted Material, please contact us by email or via our website. We will deal with all such requests within a reasonable timeframe.
- If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release AdvanceMed from any and all claims that you could assert against AdvanceMed by virtue of any such moral rights.
- You indemnify AdvanceMed against all damages, losses, costs and expenses incurred by AdvanceMed arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
If there are any problems or concerns with any Posted Materials, please contact us via email or report the relevant Posted Material in the AdvanceMed Forum.
- We act as a passive conduit for the online distribution of Posted Material and have no obligation to screen Posted Material in advance of it being posted. However, AdvanceMed may, in our absolute discretion, review and remove any Posted Material at any time without giving any explanation or justification for removing the Posted Material.
- You agree that you are responsible for keeping and maintaining records of Posted Material.
7.1 PROVIDE INFORMATION AND LIAISON
- You must provide AdvanceMed with documentation, information and assistance, as reasonably required for us to perform the Coaching and Consulting Services.
- You agree to liaise with AdvanceMed for the purpose of enabling me to provide the Coaching and Consulting Services.
- You acknowledge and agree that any growth or success you may experience as a result of the Coaching and Consulting Services is partially dependent on the extent to which you engage with the Coaching and Consulting Services and implement any techniques, methods, ideas, suggestions or recommendations.
7.2 ACCESS REQUIREMENTS
You must ensure that you have access to a computer and stable internet connection to be able to receive the Coaching and Consulting Services.
7.3 COMPLIANCE WITH LAWS
You warrant that by receiving or requesting the AdvanceMed Resources, or during receiving or requesting the the AdvanceMed Resources and the Coaching and Consulting Services, you will not:
- breach any applicable Laws;
- do anything which may cause me to breach any Law;
- breach the direction of any government department or authority; or
- infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
8.1 PAYMENT OF FEES
- (Fees) The Client must pay the Fees and in accordance with the Payment Terms set out in an Enrolment Form.
- (Method of Payment) The Client must pay the Fees by EFT, BPAY, or debit, credit or charge card, or as otherwise directed by AdvanceMed. If a Client is making payment of the Fees from a location outside Australia, payment is to be made via EFT or credit card.
- (Payment Plan) If Payment Plan is selected in the Enrolment Form, you must complete payment of the Fees by the end of the Term
- .(GST) Unless otherwise indicated, amounts stated on the Enrolment Form 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.
- (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 or MasterCard).
- (Online payment partner) We may use third-party payment providers including Paypal, Stripe and Xero (Payment Providers) to collect payment of the Fees for the Coaching and Consulting 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.
Paypal’s terms and conditions can be found here: https://www.paypal.com/au/legalhub/useragreement-full.
Stripe’s terms and conditions can be found here: https://stripe.com/en-au/legal/ssa.
Xero’s terms and conditions can be found here: https://www.xero.com/au/legal/terms/.
- (Pricing errors) In the event that we discover an error or inaccuracy in the Fees for your Course Enrolment, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of enrolling in the Coaching and Consulting Services at the correct Fees or cancelling your Course Enrolment. If you choose to cancel your Course Enrolment and the Fees have already been debited, the full amount will be credited back to your original method of payment.
8.2 MEMBERSHIP FEES
- If you have purchased a Membership with us, you must pay the fees on an annual basis (Membership Period) (or as otherwise specified) 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).
- Subject to clause 5.1(c), upon expiration of the Membership Period, your Membership will automatically and indefinitely renew on an ongoing basis for a period equal to the Membership Period (Renewal Period).
- We will issue reminders with reasonable notice in advance of Renewal Periods. Your Membership will not automatically renew on expiry of the Membership or Renewal Period (Renewal Date), if either party provides a written cancellation notice prior to the Renewal Date.
- If you do not provide us with written notice prior to the Renewal Date, then your Membership will automatically renew and you will be automatically billed fees for your Membership.
- We reserve the right to change the Membership Fees from time to time. We will notify you in advance of a Renewal Period if we do this.
8.3 DIRECT DEBIT
Membership Fees will be taken using direct debit (DD). If you have signed up for a Membership, you:
- authorise DD in line with our Payment Provider’s separate DD authorisation form (DD Authorisation Form) and any DD agreement (DD Agreement) as applicable;
- agree to enter into any DD Agreement required by our Payment Provider;
- authorise us to charge your bank account or credit card in advance in line with any DD Authorisation Form and any DD Agreement;
- must ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the Fees payable; and
- 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.
9.1 CANCELLATION BY YOU
If you have booked a Session, you must provide AdvanceMed with at least 24 hours’ notice prior to cancelling or rescheduling a Session by using the functionality available on the Website or third party booking platform, otherwise you will not be entitled to a refund or reschedule and you must pay for another Session. You acknowledge and agree that you are responsible for rebooking Sessions using the functionality available on the Website or third party booking platform and that the dates and times offered are subject to AdvanceMed staff availability.
- The parties agree that if either party has feedback on the coaching sessions or outcomes, this will raised without delay so that the situation can be resolved efficiently.
- Subject to this clause 9.2, we generally do not offer change of mind refunds. We may, however, at our sole discretion, offer a full or partial refund, or a credit for other Coaching and Consulting Services.
- (14 Day Refund) If you would like a refund for a Coaching and Consulting Service that you have purchased through the Website and which is eligible for a refund, you must notify us within 14 days of purchasing (14 Day Refund).(Administrative Fees).
- If, at our sole discretion, we provide you with a refund, we reserve the right to charge you a 10% administration fee to cover our reasonable operational costs and expenses in providing you with a refund.
- Nothing in this clause 9 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).
9.3 DEBT RECOVERY
- Any outstanding amount of the Total Amount is payable by you upon cancellation, expiry or earlier termination of this agreement.
- If you do not pay an amount due under this agreement on or before the date that it is due:
- you must pay the us interest at the rate of 5% per month on the amount due, calculated on a daily basis;
- we may seek to recover the amount due by referring the matter to debt collectors; and
- you must reimburse us for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms.
9.4 CANCELLATION BY US
We reserve the right to cancel any or all of the Services during the Term, or your access to the Coaching and Consulting Services, including where we are unable to attend due to sickness or unforeseen commitments. If we cancel a Coaching or Consulting Service or all of the Coaching and Consulting Services and we are unable to organise a catch-up Coaching or Consulting Service or Coaching and Consulting Services, we will refund the pro-rata fees for that Coaching or Consulting Service or the Coaching and Consulting Services.
AdvanceMed may subcontract any aspect of providing the Coaching and Consulting Services including assistance with the administration of the Coaching and Consulting Services and you hereby consent to such subcontracting. We will provide reasonable notice and seek your written consent before changing the personnel that are conducting your Coaching and Consulting Services.
11.1 NO MEDICAL ADVICE
The parties acknowledge and agree that:
- All information provided by AdvanceMed as part of the AdvanceMed Resources and the Coaching and Consulting Services is general information and does not constitute medical information and/or advice;
- No services provided by AdvanceMed as part of the Coaching and Consulting Services involve or constitute medical services; and
- No services provided by AdvanceMed are eligible for Medicare or any private health fund rebates.
11.2 PROFESSIONAL ADVICE
- All information provided by AdvanceMed as part of the AdvanceMed Resources and the Coaching and Consulting Services is general information and is based on the information you provide to AdvanceMed.
- No information provided as part of the AdvanceMed Resources or Coaching and Consulting Services is intended to be legal or financial advice of any kind, and it should not be relied on as such.
- You should obtain appropriate financial, legal or other professional advice before relying on the Coaching and Coaching and Consulting Services. By not seeking such advice, you accept the risk that the information provided as part of the AdvanceMed Resources and Coaching and Consulting Services may not meet your specific needs.
11.3 NO GUARANTEED OUTCOME
- While we aim to provide high quality guidance and support for each Client and the AdvanceMed Resources and the Coaching and Consulting Services have been prepared with every effort to help you achieve career development (the Outcome), the information provided is general in nature which is only designed to teach you about how you could achieve the Outcome.
- Many factors including those outside of our control will be important in determining whether you achieve results in relation to the Outcome and there is no guarantee that you will be able to achieve the Outcome, or any other professional or personal goals (whether communicated to us or not) within any timeframe or at all.
- We make no guarantee that the AdvanceMed Resources and Coaching and Consulting Services will be useful or relevant to you or that by applying any ideas, recommendations, methods or techniques in the Coaching and Consulting Services you will achieve the Outcome.
- We are not responsible for any of your actions, decisions or choices and any methods and techniques implemented by you in relation to the Outcome or otherwise, and all are done so at your own risk.
- By not seeking appropriate professional advice, you accept the risk that the information contained in the AdvanceMed Resources and Coaching and Consulting Services may not meet your specific needs, circumstances, or goals.
- All information provided as part of the AdvanceMed Resources and Coaching and Consulting Services is an opinion only, based on our experience.
- If we use testimonials on the Website or in the AdvanceMed Resources, we will endeavour to ensure that any descriptions and specifications are accurate. However, any details and other particulars accompanying, associated with or given in a testimonial are based on information provided by individuals and clients based on their own experiences. Therefore, we do not guarantee that those descriptions and specifications are accurate or free from errors or omissions, and we do not recommend relying only on them to decide whether the Coaching and Consulting Services are suitable for you. We reserve the right to make any necessary corrections to the descriptions or specifications in the testimonials without notice.
- With your written consent, AdvanceMed may publish testimonials based on your use of the Coaching and Consulting Services on the Website or in the AdvanceMed Resources.
12. COLLECTION NOTICE AND PRIVACY
13. DATA SECURITY
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 Coaching and Consulting 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.
14. THIRD PARTY TERMS AND CONDITIONS
- You acknowledge and agree that we may provide the Coaching and Consulting Services via third party services providers including third party platforms (Third Party Providers). Your acceptance of the Coaching and Consulting Services is subject to the terms & conditions of the Third Party Providers (Third Party Terms). We will provide you with a copy of all applicable Third Party Terms and you agree to familiarise yourself with all applicable third party terms and conditions.
- Provided that we have notified you of such Third Party Terms and advised you how to review those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that either party acquire as part of providing the goods or services and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
- 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 Coaching Services or any issues experienced in Course Enrolment.
14.2 THIRD PARTY CONTENT
The Website or AdvanceMed Resources may contain text, images, data and other content provided by a third party (Third Party Content). We are not responsible for and accept no responsibility for any Third Party Content and make no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
14.3 THIRD PARTY LINKS
The Website or AdvanceMed Resources may contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We have no control over Third Party Links and am not responsible for linked websites.
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 AdvanceMed Resources and the Coaching and Consulting Services. You should take your own precautions to ensure that the process that you employ for accessing the AdvanceMed Resources and the Coaching and Consulting Services does not expose you to risk of viruses, malicious computer code or other forms of interference.
16. REPORTING MISUSE
If you become aware of misuse of the AdvanceMed Resources or the Coaching and Consulting Services by any person, any errors in the material in the AdvanceMed Resources or the Coaching and Consulting Services or any difficulty in accessing or using the AdvanceMed Resources or the Coaching and Consulting Services, please contact us immediately.
17. SERVICE LIMITATIONS
The AdvanceMed Resources and the Coaching and Consulting 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:
- the AdvanceMed Resources and the Coaching and Consulting Services will be free from errors or defects;
- the AdvanceMed Resources and the Coaching and Consulting Services will be accessible at all times;
- information you receive or supply through the AdvanceMed Resources or the Coaching and Consulting Services will be secure or confidential; or
- any information provided through the AdvanceMed Resources or the Coaching and Consulting Services is accurate or true.
18.1 CONFIDENTIAL INFORMATION
The parties will not, during or after the Term, disclose Confidential Information directly or indirectly to any third party except:
- with the other party’s prior written consent;
- as required by Law; or
- to their Personnel on a need to know basis for the purposes of performing its obligations under this Agreement (Additional Disclosees).
If either party becomes aware of a suspected or actual breach of this clause 18 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.
A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this Agreement.
On termination of this Agreement, both parties must promptly return or destroy all Confidential Information in its possession or control.
18.5 ADDITIONAL DISCLOSEES
Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 18. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.
19. INTELLECTUAL PROPERTY
19.1 CLIENT CONTENT
- You grant to AdvanceMed (and our subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Coaching and Consulting Services.
- You warrant that our use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights.
19.2 ADVANCEMED COACHING IP
- We grant you a non-exclusive, royalty free, non-transferable and revocable licence to use AdvanceMed Coaching IP to the extent required for you to use, enjoy the benefit of or exploit the AdvanceMed Resources and the Coaching and Consulting Services.
- You will not acquire Intellectual Property Rights in any AdvanceMed Coaching IP under this Agreement or as part of receiving the Coaching and Consulting Services.
- To the maximum extent permitted by applicable Laws, all express or implied representations and warranties not expressly stated in this Agreement are excluded.
- 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) if there is a failure with the services we provide.
- (Limitation of liability) To the maximum extent permitted by applicable Law, our 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 you’ve paid to AdvanceMed.
- (Indemnity) You agree at all times to indemnify and hold us and our Personnel harmless (“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 Personnel’s:
- breach of any term of this Agreement; or
- negligent, fraudulent or criminal act or omission.
- (Consequential loss) We 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.
22.1 TERMINATION FOR CONVENIENCE
Either party may terminate this Agreement by providing 30 days’ written notice to the other party.
22.2 TERMINATION FOR BREACH
Either party (Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this Agreement and either:
- fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
- that breach is not capable of remedy.
22.3 EFFECT OF TERMINATION
Upon termination of this Agreement:
- you will no longer have access to the Coaching Platforms and Resources; and
- to the maximum extent permitted by Law, any Fees paid are non-refundable.
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.
23. DISPUTE RESOLUTION
- 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.
- 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.
- 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.
- Where a clause requires a notice to be sent:
- the parties will use the email addresses set out in the Key Details; and
- refer to the name and date of this Agreement in the subject heading.
- The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not received.
25.1 GOVERNING LAW AND JURISDICTION
This Agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, 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.
25.2 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.
This Agreement may only be amended in accordance with a written agreement between the parties.
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.
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.
25.6 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.
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.
This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this Agreement and all together constitute one Agreement.
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.
25.10 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.
- (singular and plural) words in the singular includes the plural (and vice versa);
- (gender) words indicating a gender includes the corresponding words of any other gender;
- (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;
- (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;
- (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;
- (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;
- (document) a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;
- (headings) headings and words in bold type are for convenience only and do not affect interpretation;
- (includes) the word “includes” and similar words in any form is not a word of limitation; and
- (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.
NO MEDICAL ADVICE
You acknowledge and agree that:
(a) All information provided by AdvanceMed as part of the AdvanceMed Resources and the Coaching and Consulting Services is general information and does not constitute medical information and/or advice;
(b) No services provided by AdvanceMed as part of the Coaching and Consulting Services involve or constitute medical services; and
(c) No services provided by AdvanceMed are eligible for Medicare or any private health fund rebates.
NO PROFESSIONAL ADVICE
(a) All information provided by AdvanceMed as part of the AdvanceMed Resources and the Coaching and Consulting Services is general information and is based on the information you provide to AdvanceMed.
(b) No information provided as part of the AdvanceMed Resources or Coaching and Consulting Services is intended to be legal, financial or professional advice of any kind and it should not be relied on as such.
(c) You should obtain appropriate financial, legal or other professional advice before relying on the Coaching and Coaching and Consulting Services. By not seeking such advice, you accept the risk that the information provided as part of the AdvanceMed Resources and Coaching and Consulting Services may not meet your specific needs.
NO GUARANTEED OUTCOME
(a) While we aim to provide high quality guidance and support for each Client and the AdvanceMed Resources and the Coaching and Consulting Services have been prepared with every effort to help you achieve career development (the Outcome), the information provided is general in nature which is only designed to teach you about how you could achieve the Outcome.
(b) Many factors including those outside of our control will be important in determining whether you achieve results in relation to the Outcome and there is no guarantee that you will be able to achieve the Outcome, or any other professional or personal goals (whether communicated to us or not) within any timeframe or at all.
(c) We make no guarantee that the AdvanceMed Resources and Coaching and Consulting Services will be useful or relevant to you or that by applying any ideas, recommendations, methods or techniques in the Coaching and Consulting Services you will achieve the Outcome.
(d) We are not responsible for any of your actions, decisions or choices and any methods and techniques implemented by you in relation to the Outcome or otherwise, and all are done so at your own risk.
(e) By not seeking appropriate professional advice, you accept the risk that the information contained in the AdvanceMed Resources and Coaching and Consulting Services may not meet your specific needs, circumstances, or goals.
(f) All information provided as part of the AdvanceMed Resources and Coaching and Consulting Services is an opinion only, based on our experience.