TERMS AND CONDITIONS FOR BREE MICHAELAS COACHING
ABN: 58650575961
Last updated: 11 September 2025
1. OVERVIEW
1.1. This Services Agreement is between the Service Provider and the Client.
1.2. The Service Provider provides coaching services, and the Client wishes to enter into an agreement for these services and as specifically set out in the Proposal.
1.3. This Services Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent Proposal as agreed between the parties from time to time (Agreement).
1.4. The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.
1.5. 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. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.
1.6. Any variation to the Proposal must be mutually agreed upon in writing.
1.7. The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.
2. CLIENT RIGHTS AND OBLIGATIONS
2.1. The Client acknowledges that they:
a have read and understood the T&Cs and the Proposal prior to signing the Agreement;
b) are solely responsible for determining whether the Services are appropriate for them; and
c) have sought professional and/or legal advice should require clarification on any aspect of the Agreement.
2.2. The Client further acknowledges, agrees and accepts that they:
a) understand that the relationship is a professional relationship and does not extend to psychological counselling or medical advice and the Client agrees to not use the Services to diagnose or treat any mental or physical health concern or issue and seek professional guidance independently as needed;
b) must not be under the influence of drugs or alcohol while the Services are being performed;
c) will provide accurate and complete Client Information to the best of the Client’s knowledge and understanding;
d) acknowledge that meaningful coaching requires a commitment to the process, which may involve exploring and challenging existing beliefs, behaviours, and patterns , Client will communicate honestly, be open to feedback and suggestions, and fully engage with the Services to the best of their ability;
e) are solely responsible for implementing any strategies and techniques discussed during provision of the Services and will complete any pre-session work or preparation as agreed with the Service Provider. This may include reflective exercises, worksheets, or reading materials that may form the basis for session discussions;
f) will make payments for the Services provided by the Service Provider as per the agreed upon rates and frequency set out in the Proposal;
g) will ensure punctual attendance at all sessions that form part of the Services; and
h) will comply with all the terms and conditions specified in this Agreement including specifically any rescheduling and cancellation policies as outlined in this Agreement.
2.3. The Client understands and accepts that the Service Provider cannot guarantee any specific outcome can be achieved as a result of engaging their services. Any examples of previous participants’ experiences, including reviews, testimonials or other statements, are provided for illustrative purposes only, and are simply examples of what can be possible. Personal results will vary depending on a variety of factors outside of the control of the Service Provider.
3. SERVICE PROVIDER RIGHTS AND OBLIGATIONS
3.1. Service Standards and Professional Conduct
a) The Service Provider shall offer coaching services, utilising Quantum Life Coaching Practitioner techniques, Advanced Practitioner Shadow Work techniques, Nervous System and Attachment Theory work to the Client in accordance with the scope as set out in the Proposal.
b) The Service Provider shall always conduct themselves in a professional manner while providing the coaching services. This includes being punctual, respectful of the Client’s rights and providing the Services to a reasonable standard and of a reasonable quality consistent with industry best practices, and the Service Provider will actively engage in quality assurance processes to monitor and enhance service delivery.
3.2. Schedule and Key Dates
a) The Services including any sessions shall be provided on the specific days and times established during the discovery call or intake form, specified in the Proposal or as otherwise agreed on by both parties in writing.
b) If Services outside the scope are required, these will be quoted separately at the Service Provider’s Hourly Rate.
3.3. Subcontractors
a) The Service Provider reserves the right to appoint subcontractors to perform some or all of the Services as set out in the Proposal. The Service Provider will be responsible for any appointed subcontractor and they will be held to the same conditions as set out above with respect to acceptable behavior, security, confidentiality and privacy.
4. MUTUAL OBLIGATIONS
4.1. Each party agrees that:
a) they will maintain valid and adequate insurance coverage during the term of this Agreement. The insurance coverage should be sufficient to protect against any claims that may occur during the provision of the Services;
b) they will comply with all Applicable Laws;
c) the other party will not be liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and
d) if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule the Key Dates accordingly.
5. FEES AND PAYMENT TERMS
5.1. Fees
a) All Fees will be payable via electronic funds transfer or credit card to the Service Provider’s nominated bank account upfront when making their purchase, within 14 days of receiving a Tax Invoice/on the Payment Dates set out in the Proposal. The Client will receive a Tax Invoice from the Service Provider after each payment is made in each instance.
b) All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated.
c) All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued).
5.2. Retainer Clients
a) Retainer clients will be billed monthly in advance on the Payment Dates as set out in the Proposal.
5.3. Expenses
a) The Client agrees to cover any out-of-pocket expenses incurred by the Service Provider in the course of delivering the Services. These additional expenses will be approved by the Client in writing prior to being incurred.
5.4. Increase in Hourly Rate
a) The Service Provider is entitled to vary their Hourly Rate during the Term on providing the Client with 14 days’ written notice. For the avoidance of doubt, this will not affect any Fee already agreed but may impact any future Services.
5.5. Additional Work Fee
a) If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, charged at the Hourly Rate. Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within 14 days. The Service Provider will not be able to commence the additional work until the tax invoice has been paid in full.
5.6. Recovery of unpaid Fees
a) If the Client does not pay the Service Provider any portion of the Fees within the stipulated timeframe, the Service Provider reserves the right to cancel any upcoming sessions and suspend further Services until the outstanding payment is settled.
b) The Service Provider may charge the Client interest at the Interest Rate set out in the Proposal. If unpaid Fees are recovered through an external agency, the Client acknowledges that they will be responsible for the costs involved in the recovery.
6. NO CANCELLATION
6.1. Once this Agreement is executed and the Services have commenced, cancellation by either party is not permitted except due to a Force Majeure Event. Both the Service Provider and the Client are committed to fulfilling their obligations under this Agreement. The Client is responsible for providing all necessary materials and instructions in a timely manner, and the Service Provider will deliver the Services in accordance with the requirements set out in the Proposal.
7. RESCHEDULING OR CANCELLATION BY CLIENT
7.1. Client Rescheduling
a) The Client may request to reschedule a session by providing written notice to the Service Provider at least 24 hours/days prior to the scheduled sessions. Notice of rescheduling must be sent via email or text message to the contact information provided by the Service Provider in the Proposal. The Service Provider will make best efforts to accommodate the Client's rescheduling request based on availability.
7.2. Client Cancellation
a) The Client may cancel any scheduled sessions without incurring any Fees by providing written notice to the Service Provider at least 24 hours prior to the scheduled sessions.. Notice of cancellation must be sent via email or text message to the contact as set out in the Proposal.
7.3. Cancellation Fee for Insufficient Notice
a) If the Client provides less than 24 hours’ notice for cancellation of a scheduled session, the Client may be liable to pay a cancellation fee. The cancellation fee shall be a reasonable pre-estimate of the actual losses incurred by the Service Provider due to insufficient notice of cancellation and shall not exceed [40]% of the total cost of the scheduled sessions (Cancellation Fee).
7.4. Reasonableness of Cancellation Fee
a) The Cancellation Fee is deemed to be reasonable and proportionate to the actual losses incurred by the Service Provider in the event of cancellation, and it is not intended to operate as a penalty.
7.5. Clear Disclosure of Cancellation Fee
a) The Client acknowledges and agrees that the Cancellation Fee and the circumstances under which it may apply have been clearly disclosed in this Agreement.
7.6. Payment of Cancellation Fee
a) The Cancellation Fee shall be due and payable within 14 days of the cancelled appointment date.
8. RESCHEDULING OR CANCELLATION BY SERVICE PROVIDER
8.1. Service Provider Rescheduling
a) The Service Provider may need to reschedule sessions due to unforeseen circumstances such as a or scheduling conflicts. In such cases, the Service Provider will notify the Client as soon as possible and work with the Client to find an alternative sessions time.
8.2. Service Provider Cancellation
a) In the event of cancellation by the Service Provider, the Service Provider agrees to provide prompt notice to the Client and make reasonable efforts to find a suitable replacement for the Service Provider, if applicable. If a suitable replacement cannot be found, any payments made by the Client for the unfulfilled portion of the Services shall be refunded.
b) The Service Provider reserves the right to cancel or delay the provision of the Services if a Force Majeure Event prevents or significantly hinders the Service Provider from meeting their obligations under this Agreement. In such circumstances, the Service Provider shall not be deemed in breach of this Agreement. In the event of a Force Majeure Event impacting the Service Provider, the Service Provider will promptly notify the Client and make reasonable efforts to reschedule the Services at a mutually agreeable time. The Service Provider shall not be liable for any losses, damages, or inconvenience caused by the Force Majeure Event.
8.3. Actions of Client
a) The Service Provider reserves the right to cancel a sessions or withhold the Services if the actions of the Client (including any Employees) prevent or significantly hinder the Service Provider from safely and effectively providing the Services. If the Service Provider is unable to complete the Services or any portion of the Services due to the actions of the Client, the Client shall not be entitled to any refunds or compensation for the cancelled or uncompleted Services.
9. REFUNDS
9.1. Fees.
Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:a) the Client has changed their mind;
b) the Client’s personal or financial circumstances have changed;
c) the reason for termination is outside of the Service Provider’s control; and/or
d) the Client insists on Services being performed in a way that is against our advice.
Refunds will be offered in accordance with both Australian Consumer Law and applicable state Fair trade legislation. The Service Provider is permitted to exercise their discretion in any circumstances where a refund of any fees already paid by the Client may be appropriate.
9.2. Processing.
Where it is determined that a refund is due, the Service provider will organise prompt payment via:
a) the original payment method;
b) third party payment provider Stripe; or
c) as otherwise agreed between the parties.
Where a third party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount
9.3. Post-Refund Obligations
a) Where the Client receives a refund either directly from the Service Provider or via a Chargeback the Client acknowledges, agrees and accepts that they will:
i. destroy all electronic copies of any Intellectual Property issued to the Client by the Service Provider during the Term of the Agreement and provide written confirmation to hello@breemcoaching.com.au once completed; and
ii. not use any Intellectual Property of the Service Provider for any purpose.
b) Where the Client does not comply with clause a) the Service Provider is entitled to recover the fees refunded through a formal debt recovery process including any interest on the outstanding amount and seek further legal remedies, where appropriate.
c) For the purposes of these Terms, "Chargeback" means the reversal of a payment in response to a request that a customer files directly with their issuing bank or payment network provider.
10. INTELLECTUAL PROPERTY
10.1. Retained Intellectual Property
a) The Service Provider will retain sole ownership of all Intellectual Property Rights (including Moral Rights) in the Retained IP including any programs, courses and materials, whether created prior to or during provision of the Services. These materials are not to be used by the Client without the Service Provider’s express written permission. The client acknowledges and agrees that the Service Provider retains full ownership of any photos or recordings taken in accordance with clause 15 (including where a representative is authorised on their behalf).
10.2. Assignment of Intellectual Property
a) Upon receipt of full payment, ownership of the Assigned IP will automatically transfer to the Client, and the Service Provider shall promptly provide (if necessary) any documentation or transfer of rights to evidence such transfer at the Client’s expense.
10.3. Third Party Rights
a) The Client acknowledges that all Third Party Materials are the exclusive property of their exclusive owners, and where such materials are required to perform the Services, the Client agrees to pay the reasonable costs associated with their use.
10.4. Client provided Intellectual Property
a) For any intellectual property that the Client provide issues to the Service Provider during the Term of the Agreement, the Client warrants that they are the owner of this intellectual property and indemnify the Service Provider against any claim made by a third party arising out of any breach of intellectual property rights.
10.5. Moral Rights
a) Each party must obtain written consent from individuals who hold Moral Rights for any materials they contribute under this Agreement. This ensures that the materials can be used in accordance with this Agreement and that the use of the materials by either party, its licensees, successors, or authorised individuals will not infringe anyone's Moral Rights.
10.6. Recognition
a) Wherever applicable, the Client agrees to credit the Service Provider with provision of the Services wherever reference to them may appear and ensure that any third party does the same.
10.7. This clause survives termination or expiry of this Agreement.
11. TERMINATION
11.1. Termination by Service Provider
a) The Service Provider may terminate the Agreement with immediate effect if:
i. the Client does not pay the Fees by the Payment Dates or within the timeframe specified in the Proposal or applicable tax invoice;
ii. the Client fails to provide information within a reasonable time of the Service Provider’s request;
iii. the Client otherwise breaches any obligation under the Agreement;
iv. the Service Provider considers that mutual trust or confidence no longer exists; and/or
v. the Service Provider determines that they are no longer able to perform the Services for any reason.
b) If the Service Provider terminates the Agreement in accordance with clause 10.2, the Service Provider will, at their sole discretion:
i. complete all work for which the Client has paid the associated Fees; or
ii. refund Fees paid for work not yet performed, or not able to be performed as a result of termination.
c) The Client acknowledges that in the event of termination due to their breach, they shall remain liable for the outstanding Fees owed to the Service Provider, as well as any additional costs or damages incurred as a result of the breach.
11.2. Termination by Client (for Breach)
a) The Client may terminate this Agreement by providing written notice to the Service Provider in the event of a material breach by the Service Provider such as a failure to deliver the Services as agreed in the Proposal and has not remedied the same within 7 days of the date of written notice.
b) Upon termination for the Service Provider's breach, the Service Provider shall promptly refund any Fees paid by the Client for Services not yet provided.
11.3. Termination by either party (breach or Force Majeure)
a) Either party may terminate the Agreement if the other party:
i. is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;
ii. commits a material breach of the Agreement which is not capable of remedy; and/or
iii. becomes insolvent or bankrupt.
12. POST TERMINATION OBLIGATIONS
12.1. Outstanding Fees
a) The Client shall pay all outstanding Fees and expenses incurred up to and including the termination date within 14 days of receiving the final invoice.
12.2. Revocation of Access
a) Upon termination, the Client’s access to any exclusive services, websites and resources provided by the Service Provider will cease.
12.3. Return of Property
a) the Service Provider will promptly return any property provided by the Client for the purpose of performing the Services; and
b) where the Client has any property belonging to the Service Provider, they must promptly return such property to the Service Provider.
12.4. Maintain Confidentiality
a) each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and
b) the Service provider may be required to retain Client’s records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation.
12.5. This clause survives expiry or termination of this Agreement.
13. WARRANTIES & INDEMNITIES
13.1. The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement.
13.2. The nature of certain Services means that the Service Provider is unable to guarantee particular results, and any examples of Services provided to or created for other clients is a representation of potential results only.
13.3. The parties agree that:
a) except as set out in this Agreement, the Services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);
b) all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded from the Agreement to the maximum extent permitted by law;
c) nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified;
d) if any condition or warranty is implied into the Agreement and cannot be excluded and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the Service Provider’s liability is limited:
i. in the case of goods, to the replacing of the goods or of acquiring equivalent goods or payment of the cost of having the goods repaired;
ii. in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.
13.4. Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, by either party or their respective affiliates, officers, directors, agents, or employees.
13.5. The parties agree that:
a) neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;
b) each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and
c) in no event will either party be liable to the other party for any Consequential Loss.
13.6. This clause survives expiry or termination of this Agreement.
14. LIMITATION OF LIABILITY
14.1. The liability of each party to the other party (including under indemnity) is mutually capped to the amount of all Fees paid in connection with the Services provided under the Agreement in the 12 months preceding the liability event and will be reduced to the extent that the other party's acts or omissions contribute to or cause the liability
14.2. This clause survives expiry or termination of this Agreement.
15. CONFIDENTIALITY AND PRIVACY
15.1. 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.
15.2. 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.
15.3. Any Confidential Information supplied to the Service Provider that incorporates personal information will be dealt with in accordance with the Service Provider’s Privacy Policy, which is available on their website www.breemcoaching.com.au.
15.4. This clause survives termination or expiry of this Agreement.
16. MARKETING AND PROMOTION
16.1. Testimonials
a) The Client consents to the use of any testimonials, reviews, or feedback provided to the Service Provider for promotional and marketing purposes. The Client understands that these testimonials may be published on the Service Provider's website, social media platforms, marketing materials, and other promotional channels.
16.2. Before and After Images
a) The Client consents to the taking of before and after images by the Service Provider for the purposes of internal training and quality control, unless otherwise specifically communicated.
b) Where express consent is sought by the Service Provider, the Client acknowledges that these images may be used on the Service Provider's website, social media platforms, marketing materials, and other promotional channels.
16.3. Recording
a) The Client consents to the recording of part or all of their sessions (in audio and/or video format) for the purposes of internal training and quality control, unless otherwise specifically communicated
b) Where express consent is sought by the Service Provider, the Client acknowledges that these recordings may be modified, published, reproduced or distribute at their discretion for the purpose of marketing and promotion.
16.4. Anonymity and Privacy
a) The Service Provider shall ensure that any images and testimonials used for promotional purposes shall be done so in a manner that maintains the Client's privacy. Personal information or identifying details will not be disclosed without the Client's explicit consent and dealt with in accordance with the Service Provider’s Privacy Policy www.breemcoaching.com.au.
16.5. Right to Withdraw Consent
a) The Client has the right to withdraw their consent for the use of images and testimonials at any time. To do so, the Client must notify the Service Provider in writing, and the Service Provider will promptly cease the use of such materials for promotional purposes.
17. MISCELLANEOUS
17.1. Relationship of Parties
a) The Service Provider is an independent contractor, and the relationship between the Client and the Service Provider does not constitute that of a partnership, joint venture or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party. The Service Provider may use subcontractors to perform some or all the Services.
17.2. Exclusivity
a) The parties agree that this agreement does not establish an exclusive relationship between the Service Provider and the Client. The Service Provider is free to provide their services to other clients and engage in similar projects, including those that may be in direct competition with the Client's business. The Client acknowledges and agrees that the Service Provider may work with other clients. The Client acknowledges that the Service Provider is the exclusive provider of the Services for the Term.
17.3. Non-Disparagement
a) 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 the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.
b) In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:
i) The non-breaching party may initiate the dispute resolution process as outlined in clause Error! Reference source not found. of this Agreement to resolve the matter amicably.
ii) The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.
The choice between these options will be at the sole discretion of the non-breaching party.
17.4. Restraint Period
a) During the Restraint Period, the Client agrees not to solicit, recruit or otherwise engage any of the Service Provider’s employees on any basis. In the event of a breach of this clause, the Service Provider will be entitled to an agency commission of 25% of the person’s starting salary with the Client, which will be payable within 7 days of the engagement.
17.5. Disputes
a) In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within thirty (30) days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).
b) ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding, and may be entered as a judgment in any court of competent jurisdiction.
c) Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.
d) Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.
17.6. Notices
a) Where a party gives notice, it must be done in writing to the email address specified in the Proposal, or by post to the residential or business address specified in the Proposal. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received.
17.7. Entire Agreement
a) This Agreement constitutes the Service Provider entire agreement with the Client about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.
17.8. Governing Law
a) The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where the Service Provider reside. The Client and the Service Provider submit to the exclusive jurisdiction of the courts of that state.
17.9. Execution and Counterparts
a) 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.
17.10. Amendment or Variation
a) The Service Provider reserves the right to amend or vary the Agreement and the Service Provider will notify the Client of the changes. The Client can choose to terminate if they do not accept the amendments and/or variations. If the Client continues to engage the services, the Client is deemed to have accepted the amendments and/or variations to these Terms.
17.11. Validity
a) 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.
17.12. Assignment
a) The Client is not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without the Service Provider’s prior written consent. Conversely, the Service Provider may do so without the Client consent.
17.13. Interpretation
a) 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.
17.14. Conflict of Interest
a) Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that the party and a third party.
DEFINITIONS
In the Agreement, the following terms have the stated meaning unless a contrary intention appears.
Administration Fee
means the fee that may apply for Administrative Services as set out in the Proposal.
Agreed Purpose
means the purpose set out in the Proposal for which the Service Provider is performing the Services and the Client are entitled to use the Deliverables.
Agreement
means these Terms and Conditions, the Proposal and any Subsequent Proposal.
Applicable Law
means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or local government that may apply to the Services or either party’s obligations under the Agreement.
Assigned IP
means the Intellectual Property Rights assigned to the Client by the Service Provider in respect of the items listed in the Proposal, to be used in accordance with the Agreed Purpose.
Business Day
means a day other than a Saturday, Sunday or public holiday in the city of the Service Provider address in the Proposal.
Business Hours
means 9am to 5pm on any Business Day.
Cancellation Fee
means the fee that may apply for cancellation of the Services as set out in the Proposal.
Client
means the party set out in the Proposal.
Client Information
means all information and materials provided by the Client to the Service Provider for use in the performance of the Services and/or incorporation into the Deliverables as specified in the Proposal.
Commencement Date
means the date that the Agreement comes into effect as stipulated in the Proposal.
Confidential Information
means information of a confidential nature, including information about a party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, and the terms of the Agreement, but does not include any information in the public domain (other than through a breach of confidence).
Consequential Loss
means any liability in relation to incidental, indirect, consequential, punitive or special damages (including but not limited to damages to business reputation, lost business, or lost profits) arising out of or in connection with the Agreement.
Deliverables
means all content developed by or for the Service Provider, as incorporated into and delivered as part of the Services.
Deposit
means a non-refundable portion of the Fees as set out in the Proposal, that secures provision of the Services in accordance with the Key Dates.
Employees
means, in respect of a party, any of its employees, consultants, suppliers, subcontractors, agents or advisors.
Fees
means the amounts payable by the Client to the Service Provider as set out in the Proposal.
Force Majeure
means illness, injury, emergency, pandemic, epidemic, war, act of God, sudden event or other circumstance beyond the Service Provider control.
GST
means goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 Cth.
Intellectual Property Rights
means all current and future registered and unregistered rights in respect of patents, copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, inventions (including patents), domain names, discoveries, data, databases, business strategies, digital products, templates, and all other rights resulting from intellectual activity, whether created before or after the Commencement Date and whether in Australia or otherwise, that is connected with the products or services of the Service Provider or is invented, created, produced and/or conceived by the Service Provider (independently or jointly with a third party) in the course of their engagement under the Agreement.
Interest Rate
means the annual interest rate that applies to unpaid Fees as set out in the Proposal.
Key Dates
means the dates on or by which the Services and/or Deliverables will be performed and/or delivered respectively as set out in the Proposal.
Moral Rights
means the moral rights granted under the Copyright Act 1968 (Cth) including the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship and any similar rights existing under foreign laws.
Payment Dates
means the dates by which payment of the Fees is due as set out in the Proposal.
Proposal
means the Proposal attached to the Agreement and any subsequent Proposal.
Restraint Period
means the period of time set out in the Proposal during which the Client are prevented from utilising the services of the Service Provider employees or contractors.
Retained IP
means the Intellectual Property Rights that the Service Provider retain ownership in, whether in existence prior to the Commencement Date or created by virtue of the Agreement, as set out in the Proposal.
Service Provider
means the party set out in the Proposal.
Services
means the scope of the services set out in the Proposal.
T&Cs
means these General Terms and Conditions.
Tax Invoice
has the meaning as set out in A New Tax System (Goods & Services Tax) Act 1999 (Cth).
Term
means the term of the Agreement starting on the Commencement Date and ending when the Services have been performed and the Deliverables have been provided, or when the Agreement is otherwise terminated.
Third Party Materials
means any materials, such as documents, designs, and information, belonging to a Third Party.