Terms of service.
Last updated: [07.04.2026]
Definitions
Client The individual participating in a Club Steady program.
Service Provider Georgia Carter operating as Club Steady.
Program Details The inclusions, support levels, session structure, and delivery format applicable to the Client's selected program, as outlined on the Website or confirmed in the Enrolment Confirmation.
Program Term The total duration of service delivery, comprising consecutive 4-week cycles commencing on the Commencement Date and continuing until the agreement is terminated in accordance with these terms.
Coaching Week The weekly coaching period as outlined in the Program Details. This structure is used for feedback cycles, program adjustments, and tracking submissions.
Services The exercise programming, feedback, education, coaching communication, and related support provided by the Service Provider via Digital Platforms, as applicable to the Client's selected program.
Digital Platforms Third-party software used by the Service Provider to deliver the Services, including programming tools, video analysis software, and communication platforms.
Deliverable Any material, resource, program, or content provided by the Service Provider to the Client in the performance of the Services under this Agreement.
Government Agency A government or government department, a government or semi-governmental or judicial person, or any person charged with the administration of a law.
Material Includes software, documents, reports, videos, technical information, data, schedules, and any other content stored or transmitted by any means, whether created by the Service Provider or the Client in connection with this Agreement.
Service Provider Material Any Material provided by the Service Provider to the Client, or to which access is given by the Service Provider to the Client, for the purposes of this Agreement. Includes the Client's selected program content, educational materials, feedback, and any resources made available through Digital Platforms.
Service Provider Representative Any agent, employee, subcontractor, or coach acting on behalf of the Service Provider in the delivery of the Services.
Third-Party Services External software or payment processors used in the delivery or transaction of Services. The Service Provider does not assume liability for any issues arising from their use.
Enrolment Confirmation A written confirmation provided by the Service Provider once onboarding and payment are complete. It outlines the Client's acceptance into the program and the Commencement Date for access to the Services.
Commencement Date The date on which the Client is granted access to the program, as outlined in the Enrolment Confirmation.
Fees The program fees as listed on the Service Provider's Website or current price guide.
Insolvency Event Any event where a party becomes unable to pay its debts, becomes bankrupt, enters a personal insolvency agreement, or a comparable event occurs under Australian law or the laws of another country.
Intellectual Property Rights All intellectual property rights, whether registered or unregistered, including but not limited to copyright, trademarks, designs, patents, trade secrets, know-how, and moral rights.
Confidential Information Any non-public information related to the business, systems, clients, or operations of either party that is marked confidential or would reasonably be considered confidential, including internal documents, coaching strategies, and client data.
Website The Service Provider's official website: https://www.clubsteady.com
GST / GST Act GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). GST Act refers to the same legislation.
Interpretation
In this Agreement:
(a) the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included;
(b) this Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision in it, or because that party relies on a provision of this Agreement to protect itself; and
(c) a reference to a party is a reference to the Service Provider or the Client, and a reference to the parties is a reference to both the Service Provider and the Client.
Program Summary (For Reference Only)
Program Summary (For Reference Only)
The following summary outlines key details confirmed at enrolment. These details are referenced throughout these Terms and do not override the obligations set out in the agreement.
Service Provider Georgia Carter operating as Club Steady
Email hello@clubsteady.com
Program Selection As selected in the enrolment form submitted by the Client
Program Term 4-week cycles, auto-renewing until cancelled
Fees as listed on the Service Provider's website or current price guide
Payment Processing Recurring 4-week cycle charges via the Service Provider’s nominated third-party payment provider - see clause 2.2
1 SUPPLY OF THE SERVICES
1.1 Performance of the Services
(a) The Service Provider will be reasonably available to perform the Services during the Program Term.
(b) The Services are personal and must not be transferred, sold, or otherwise dealt with by the Client.
1.2 Delivery of the Services
(a) Services are delivered through Digital Platforms. The Client agrees to:
(i) engage with their selected program consistently;
(ii) complete activities, check-ins, and submissions as prompted in the platform to gain the full benefit of available coaching support;
(iii) accept responsibility for their own outcomes;
(iv) determine the suitability of activities to their own capabilities; and
(v) comply with the session cancellation requirements set out in clause 2.5 where applicable to their selected program.
(b) The Service Provider may adjust schedules, delivery platforms, or features as needed.
(c) The Coaching Week structure is used to organise feedback cycles and program submissions, as outlined in the Program Details.
(d) The Service Provider will respond to materials submitted by the Client — including videos, check-in reports, and other program content — as the Service Provider deems necessary and appropriate. The Service Provider is not obligated to provide individual feedback on every piece of material submitted. The Service Provider is under no obligation to review any material submitted outside the current Coaching Week schedule or after the agreed submission window has closed.
(e) Coaching support is available to assist Clients in applying their selected program to their individual context, technique, and circumstances. The level of coaching support available depends on the Client's selected program, as outlined in the Program Details.
1.3 Missed Feedback or Session by Service Provider
(a) If the Service Provider is unable to deliver scheduled feedback or coaching sessions within an agreed timeframe, the Client will be contacted and provided with either:
(i) an alternate delivery date; or
(ii) a credit for the applicable service, at the Service Provider's discretion.
(b) Late client submissions may not be eligible for review or feedback if not aligned with the current Coaching Week schedule.
1.4 Disclosures and Acknowledgements
(a) The Client acknowledges:
(i) the core training program is pre-designed and structured based on evidence-based principles;
(ii) the Services are not medical advice, medical treatment, diagnosis, or professional medical opinion of any kind, and are not a substitute for appropriate medical advice in any circumstance;
(iii) it is the Client's sole responsibility to seek and obtain appropriate medical advice in relation to any medical conditions, symptoms, or concerns, whether or not those symptoms arise during participation in the program;
(iv) the Client must seek emergency medical care immediately if experiencing acute or concerning symptoms during or after any program activity; and
(v) in the event of new medical issues or injury, before recommencing participation in the program, the Client must either:
(1) book a consultation with a Club Steady coach and comply with the resulting guidance before recommencing; or
(2) obtain written medical clearance from their medical practitioner.
(b) The Client further acknowledges:
(i) no guarantee of specific results is provided; and
(ii) some content may be physically or mentally challenging.
(c) Exercise Risk Acknowledgement:
(i) The Client acknowledges that, while the Service Provider implements evidence-based practices and takes reasonable steps to support safety, all physical activity carries inherent risks.
(ii) The Client agrees to participate at their own discretion and is responsible for determining the suitability of all program activities based on their current condition, medical status, and level of readiness.
(d) The Client should consult with a qualified medical professional before beginning any new exercise or nutrition program, particularly if they have existing health concerns or conditions.
1.5 Application Process
(a) Enrolment requires:
(i) completion of onboarding and screening;
(ii) agreement to these Terms and the Privacy Policy;
(iii) program fee payment; and
(iv) confirmation from the Service Provider.
(b) Once the onboarding process and payment are complete, the Client will receive an Enrolment Confirmation. Access to the program will be granted from the Commencement Date as outlined in the confirmation or onboarding materials.
1.6 Suitability Criteria
(a) The Service Provider may determine the Client's suitability to participate based on, but not limited to:
(i) the information provided during onboarding and screening;
(ii) the Client's current functional capacity, medical status, and general health;
(iii) the need for medical clearance prior to participation;
(iv) the Client's ability to safely and successfully complete the program; and
(v) any other criteria the Service Provider considers relevant, in its sole discretion.
(b) The Service Provider reserves the right to decline any application or terminate this Agreement at any time, including after an initial acceptance has been provided, if the Client is later deemed unsuitable for participation. In such cases, any unused fees paid in advance will be refunded, and the Client will have no further claims against the Service Provider under this Agreement.
(c) Enrolment is not guaranteed, and the Service Provider is under no obligation to accept any particular Client.
(d) The Service Provider agrees to exercise this discretion in good faith and in a manner consistent with the Australian Consumer Law and applicable professional standards.
1.7 Subcontractors
(a) The Service Provider may subcontract or have its employees perform all or any part of the Service Provider's obligations under this Agreement without the prior written consent of the Client.
(b) All subcontractors, coaches, and assistants engaged by the Service Provider will be bound by the same confidentiality obligations, ethical standards, and professional requirements as the Service Provider under this Agreement.
(c) Responsibility for the delivery of Services and outcomes under this Agreement remains with the Service Provider, regardless of whether any part of the Services is performed by a subcontractor or third party.
1.8 Third-Party Service Disclaimer
(a) The Service Provider uses third-party software and systems for delivery and payments. The Service Provider is not liable for outages, loss, or issues arising from these external providers.
1.9 Digital Service Continuity
(a) Platforms and tools may change during the Program Term. These transitions do not alter the content or delivery of Services.
(b) The Service Provider reserves the right to change or replace platforms with notice as reasonably practicable in the circumstances, having regard to the urgency and operational necessity of the change.
(c) Clients will be notified of platform changes that materially affect access or functionality.
1.10 Video Feedback
(a) Where the Client's selected program includes video feedback, that feedback supports the application of the program to individual techniques and performance.
(b) The timing and turnaround of video feedback delivery is determined by the Client's selected program and will be confirmed in the onboarding communications.
(c) Feedback is only provided for content recorded and submitted within the current Coaching Week schedule, unless otherwise agreed.
(d) The Service Provider reserves the right to adjust turnaround times temporarily in the event of high submission volume, illness, or unforeseen service delays. Clients will be notified in such cases.
(e) If the Service Provider cannot deliver scheduled feedback within an agreed timeframe, a revised delivery date or credit will be arranged.
2 FEES AND PAYMENT
2.1 4-Week Cycle Commitment
(a) Programs are structured in 4-week cycles as set out in clause 3.2. Each cycle is paid in full at the commencement of that cycle.
(b) Payment is required prior to the Commencement Date and at the start of each subsequent cycle to maintain access to the Services.
(c) Payment methods include all options made available by the Service Provider's nominated third-party payment provider, subject to that provider's terms and conditions.
2.2 Auto-Renewal and Binding Financial Obligation
(a) At the end of each 4-week cycle, the program will automatically renew for a further cycle and the applicable fees will be charged, unless the Client has cancelled prior to the renewal date in accordance with clause 3.2.
(b) Fees for each cycle are binding regardless of participation or usage during that cycle.
(c) The agreed amount will be automatically deducted from the Client's nominated payment method in accordance with the authorisation provided at enrolment.
(d) By enrolling in a program, the Client authorises the Service Provider's nominated third-party payment provider to deduct the applicable fees automatically at the commencement of each 4-week cycle until the agreement is terminated in accordance with these terms.
2.3 No Pause or Freeze Policy
(a) Pausing or freezing the program is not available at the Client's request. Service Provider-initiated suspensions are governed by clause 7.2.
2.4 7-Day Refund Guarantee
(a) Refunds are available within 7 days of the Commencement Date as confirmed in the Enrolment Confirmation. Thereafter, no refunds are provided unless required by law. This guarantee applies to the initial enrolment only and does not apply to subsequent 4-week cycle renewals.
(b) This refund policy does not override the Client's rights under the Australian Consumer Law. The Client may be entitled to a refund or remedy if services are not delivered with due care and skill or are otherwise not fit for purpose, as required under consumer protection laws.
2.5 Add-On Services and Session Forfeiture
(a) Coaching calls, video feedback, or additional services purchased outside a plan are billed at the time of booking.
(b) Where the Client's selected program includes individually booked sessions, or where the Client has purchased additional sessions separately, advance notice is required to cancel, as specified in the Program Details or onboarding communications. Sessions cancelled without the required notice, or missed without notice, are forfeited.
(c) All sessions, whether included in a program or purchased separately, must be scheduled by the Client using the designated booking system.
(d) The Client agrees that forfeited sessions reflect a genuine estimate of the loss incurred by the Service Provider, who may not be able to reschedule that time with another client on short notice.
(e) Nothing in this clause limits the Client's rights under Australian Consumer Law. If a forfeited session results from the Service Provider's failure to provide services with due care and skill, the Client may be entitled to a refund or remedy.
2.6 Program Start and Adjustment
(a) Programs begin on the date access to the program is granted by the Service Provider. If there is a gap between the payment date and the program start date, the Service Provider may apply a proportional credit or adjust the following billing cycle to reflect this, at their discretion.
2.7 Failed Payments and Access Restrictions
(a) If payment fails or is declined, the Service Provider may charge an additional fee reflecting the reasonable administrative costs incurred by the Service Provider in connection with the failed payment, and is not required to provide Services or maintain access to platforms until payment has been made in full.
(b) Access may be paused or restricted until accounts are brought up to date.
2.8 No Prorated Access or Extension
(a) Clients will not receive prorated access or extended time due to a delayed start or interrupted participation once program access has been granted.
(b) Any adjustments related to administrative delays prior to access being granted are handled in accordance with clause 2.6.
2.9 Notice of Absence
(a) Where the Client's selected program includes regular scheduled check-ins or coaching contact, an extended period of absence without communication may result in a pause in feedback until re-engagement, as determined by the Service Provider at its discretion.
(b) Coaches are not obligated to continue follow-up or initiate contact during extended absences, though clients will retain access to their platforms.
(c) Absence without communication does not suspend billing obligations.
(d) Repeated absence or low engagement may result in termination of services at the Service Provider's discretion. Any such termination will be effected under clause 7.2(c) and the consequences of termination in clause 7.3 will apply accordingly.
2.10 GST
(a) If the Service Provider is or becomes registered for GST, all fees are exclusive of GST unless expressly stated otherwise. The Client agrees to pay any applicable GST amount in addition to the program fees. The Service Provider will issue a tax invoice where required.
2.11 GST Input Tax Credit Exclusion
(a) Where this Agreement permits reimbursement of costs or payment of indemnities, the amount reimbursed or indemnified shall exclude any GST component for which the claiming party can obtain an input tax credit.
2.12 GST on Periodic Supplies
(a) If the Services are delivered in periodic segments, such as 4-week cycle subscription blocks, each segment will be treated as a separate taxable supply for the purposes of GST. GST will be applied accordingly to each segment, and invoicing will reflect this structure where required.
3 PROGRAM TERM
3.1 Commencement
(a) This Agreement commences on the Commencement Date and continues for the Program Term, unless terminated earlier in accordance with the termination provisions of this Agreement.
(b) The Commencement Date is the date on which the Client is granted access to their selected program, as confirmed in the Enrolment Confirmation.
3.2 Program Cycles and Renewal
(a) Programs are structured in 4-week cycles. Each cycle commences on the date access is granted or renewed and runs for a period of twenty-eight (28) days.
(b) At the end of each cycle, the program will automatically renew for a further 4-week cycle in accordance with clause 2.2, unless the Client has cancelled prior to the renewal date.
(c) The Client will receive written notice of the upcoming renewal and fee charge prior to the renewal date. The timing of this notice is at the Service Provider's discretion.
(d) Cancellation requests received before the renewal date will be actioned before the next charge is processed.
4 CLIENT RESPONSIBILITIES
4.1 Conduct and Communication
During the Program Term the Client must:
(a) communicate respectfully with all Club Steady staff, coaches, and subcontractors;
(b) avoid harassment, discrimination, or any conduct that is offensive, threatening, or inappropriate toward any person associated with Club Steady;
(c) use only designated Digital Platforms for all coaching contact and program communication — personal email or mobile contact is not permitted for coaching or exercise-related advice;
(d) not engage in any conduct that may reasonably be expected to harm the reputation, integrity, or brand of the Service Provider, including on social media or in public forums; and
(e) warrant that at the time of undertaking any program sessions, the Client is not under the influence of drugs or alcohol.
4.2 Health and Safety Obligations
The Client must:
(a) warrant that the Client is in good health and has no pre-existing medical conditions that have not been disclosed to the Service Provider, or that may otherwise affect the Client's ability to participate in the program, including but not limited to musculoskeletal injuries, cardiovascular conditions, respiratory conditions, metabolic conditions, neurological conditions, or epilepsy;
(b) complete any health screening or readiness questionnaire required as part of the enrolment process for the Client's selected program. Where that questionnaire indicates that medical clearance is required prior to commencing, the Client must obtain that clearance before participating. The Client acknowledges that it is their responsibility to determine whether it is safe to commence and continue participation;
(c) promptly notify the Service Provider of any changes to their health, medical conditions, medications, or personal circumstances that arise during the Program Term and that may affect their ability to safely participate; and
(d) in the event of a new injury or medical concern arising during the Program Term, before recommencing participation, either:
(i) book a consultation with a Club Steady coach and comply with the resulting guidance before recommencing; or
(ii) obtain written clearance for exercise from a qualified medical practitioner.
4.3 Program Participation
The Client must:
(a) engage with the program consistently and complete activities, check-ins, and submissions as outlined in the platform and program schedule;
(b) review all materials provided by the Service Provider, including program adjustments and video feedback, and ensure they understand the content — or contact the Service Provider for clarification; and
(c) ensure they have sufficient internet or data connection during any online sessions or calls included in their selected program.
4.4 Accountability
Programs are designed for independent application, with coaching support available at varying levels depending on the selected program. The Service Provider provides structure, education, and support — outcomes are dependent on the Client's consistent participation and honest communication.
4.5 Non-Solicitation
For a period of 12 months following the conclusion of the Program Term, the Client agrees not to directly or indirectly solicit, offer employment to, or otherwise engage any coach, subcontractor, employee, or consultant introduced to the Client through Club Steady, without the prior written consent of the Service Provider.
5 DATA, PRIVACY, AND CONFIDENTIALITY
5.1 Privacy Commitment
(a) The Service Provider is committed to protecting Client privacy. All personal information and data provided by the Client will be treated as confidential and handled in accordance with the Privacy Policy available at www.clubsteady.com/privacy-policy. The Privacy Policy is incorporated into this Agreement by reference and forms part of its terms.
(b) Records will be retained for a minimum of seven (7) years, or as otherwise required by law.
5.2 Confidentiality Obligations
(a) Except where disclosure is required by law, the Service Provider will not disclose any Client information marked confidential or reasonably understood to be confidential, including health information, communication records, internal documents, or program-related materials.
5.3 Exclusions from Confidentiality
The confidentiality obligations under this Agreement do not apply to information:
(a) that is required to be disclosed by applicable law, court order, or regulatory authority. Where legally permitted, the disclosing party will provide reasonable notice to the other party and take appropriate steps to maintain confidentiality during the disclosure process;
(b) that becomes publicly available through no fault of the receiving party; or
(c) that was lawfully known to or independently developed by the receiving party without breach of any obligation.
5.4 GDPR and International Clients
(a) International Clients acknowledge that their data may be processed outside their home country. Requests for access, correction, or deletion will be honoured in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR) where applicable.
5.5 Client Confidentiality Obligations
(a) The Client agrees to treat all materials, strategies, and internal communications received from the Service Provider as confidential, and not to use or disclose such information except as permitted by this Agreement or required by law.
5.6 Third-Party Privacy Policies
(a) The Services may involve the use of third-party platforms or tools that maintain their own privacy policies. The Client agrees to be bound by the privacy practices of these third-party providers where applicable and may access the relevant privacy policies via links provided by the Service Provider during onboarding or upon request.
6 CLIENT WARRANTIES, INDEMNITY AND RELEASE
6.1 Client Warranties
(a) The Client warrants that all information provided to the Service Provider is true, complete, and accurate to the best of their knowledge. This includes but is not limited to health disclosures, screening responses, and any communication relevant to service delivery.
6.2 Indemnity
(a) The Client is liable for, and indemnifies the Service Provider from and against, all loss, damage, liability, costs (including legal fees), or expenses suffered or incurred by the Service Provider in connection with:
(i) any breach of this Agreement by the Client;
(ii) the enforcement of the Service Provider's rights in connection with any alleged or actual breach of this Agreement by the Client;
(iii) the Client's failure to accurately disclose any pre-existing medical conditions or relevant health information;
(iv) any claim or allegation made by a third party in connection with the Client's use of the Services;
(v) any personal injury or death of any person (including the Client) that occurs in connection with the provision of the Services, except to the extent caused by the negligent act or omission of the Service Provider; and
(vi) any act or omission of the Client.
(b) Each indemnity under this Agreement remains enforceable regardless of program completion, service termination, or any other event, and does not require the Service Provider to first incur costs before seeking recovery.
6.3 Release
(a) The Client acknowledges and agrees that participation in any exercise or coaching service involves inherent risks, including but not limited to injury, permanent disability, or death. To the fullest extent permitted by law, the Client releases the Service Provider from all liability for any claims arising out of or in connection with their participation in the program, except where such claims result from the negligent act or omission of the Service Provider.
7 TERMINATION
7.1 Termination by the Client
The Client may terminate this Agreement and their enrolment in the program by written notice if:
(a) the Service Provider commits a material breach of this Agreement;
(b) the Service Provider becomes subject to an Insolvency Event; or
(c) the Client provides a medical certificate from a qualified medical professional confirming they are medically unable to continue participation, and a pause or adjustment of services (as per clause 2.3) is not a viable option.
(d) Termination will be effective on the date specified in the Client's written notice or, if no date is specified, immediately.
7.2 Termination by the Service Provider
The Service Provider may terminate this Agreement and the Client's access to the program by written notice if:
(a) the Client fails to pay an outstanding invoice after receiving written notice and a 7-day opportunity to remedy the payment, and the invoice is not subject to dispute;
(b) the Client has materially breached this Agreement and, in the Service Provider's discretion:
(i) is unwilling or unable to rectify the breach; or
(ii) fails to remedy the breach within a specified timeframe after receiving written notice;
(c) the Client persistently fails to engage with coaching check-ins or scheduled services applicable to their selected program, or repeatedly fails to communicate during extended absences; or
(d) the Service Provider is unable to continue delivering the program due to force majeure, staffing shortages, or other operational limitations.
7.3 Consequences of Termination
Upon termination of this Agreement:
(a) all rights and obligations under the Agreement will cease, except where termination occurs under clause 7.1(a), 7.1(b), 7.1(c), or 7.2(d), in which case the Client may be eligible for a refund of any complete 4-week cycles paid for in advance that have not yet commenced at the date of termination. No refund is payable for the current cycle in progress at the date of termination;
(b) termination does not affect any payments due by the Client up to the date of termination;
(c) the following provisions survive termination:
(i) Outstanding Payments (clause 2);
(ii) Client Warranties, Indemnity and Release (clause 6);
(iii) Confidentiality (clause 5);
(iv) Intellectual Property (clause 9); and
(v) Dispute Resolution (clause 11);
(d) termination or expiry does not affect any accrued rights or remedies of either party; and
(e) subject to the survival provisions in clause 7.3(c), and except where termination occurs under clause 7.1(a), 7.1(b), 7.1(c), or 7.2(d), upon termination neither party will have any further claim against the other party under this Agreement.
8 ELECTRONIC COMMUNICATIONS AND NOTICES
8.1 Electronic Delivery of Communications
(a) The Client agrees that all notices, communications, agreements, and disclosures will be provided electronically, including by email or via Digital Platforms. These communications satisfy any legal requirement for written communication.
8.2 Notices
(a) All formal notices must be in writing and sent to the contact details provided at enrolment or via email. Notices are deemed effective upon successful delivery to the recipient's nominated email address or other designated communication platform, unless a delivery failure notification is received.
9 INTELLECTUAL PROPERTY
9.1 Ownership of Materials
(a) All content, templates, resources, and materials provided by the Service Provider during the Program Term remain the intellectual property of the Service Provider. The Client must not reproduce, share, modify, distribute, or create derivative works from such materials without prior written consent.
9.2 Client-Generated Content
(a) The Client assigns to the Service Provider all Intellectual Property Rights (including future rights) in any materials created by the Client and submitted to the Service Provider or uploaded to the Digital Platforms in the course of their participation in the program, including but not limited to submitted videos, check-in reports, and program journals. The Client agrees to sign all documents and do all things reasonably necessary to give effect to this clause.
(b) The Service Provider may use such materials for educational or promotional purposes. Clients may opt out of public marketing or promotional use by providing written notice. The Service Provider will honour all reasonable opt-out requests in accordance with its privacy obligations.
9.3 Marketing and Promotion
(a) The Service Provider may invite Clients to provide testimonials, feedback, or images for marketing purposes. These contributions are voluntary, and Clients may decline or withdraw consent at any time by notifying the Service Provider in writing.
9.4 Client's Right to Request Materials
(a) The Client may request copies of materials created by the Service Provider that relate directly to the Client's participation in the program, including program notes, adjustments, and video feedback records.
(b) The Service Provider will supply such materials upon receiving reasonable written notice from the Client. The timeframe and scope of supply will be agreed in writing between the parties.
(c) This clause does not entitle the Client to any materials that constitute the intellectual property of the Service Provider, including but not limited to program templates, educational content, coaching frameworks, or proprietary systems.
10 LIMITATION OF LIABILITY
10.1 Maximum Liability
(a) To the extent permitted by law, the Service Provider's total liability arising out of or in connection with the Services, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid by the Client under this Agreement.
10.2 No Liability for Consequential Loss
(a) The Service Provider will not be liable for any indirect, special, or consequential loss, including loss of profit, loss of opportunity, or personal injury not directly caused by proven negligence.
11 DISPUTE RESOLUTION
11.1 Informal Resolution
(a) In the event of a dispute, both parties agree to first attempt to resolve the matter through direct, good-faith communication.
11.2 Mediation
(a) If unresolved, the parties agree to participate in mediation with an independent mediator based in Queensland, Australia. Each party will bear their own costs.
11.3 Legal Action
(a) If the dispute remains unresolved following mediation, either party may initiate legal proceedings in a court of competent jurisdiction.
12 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Client and the Service Provider and supersedes all prior communications, representations, or agreements, whether written or oral.
13 LEGAL CONDITIONS
13.1 Legal Costs
(a) Each party is responsible for its own legal and professional costs associated with the preparation, negotiation, and execution of this Agreement.
13.2 Force Majeure
(a) The Service Provider is not liable for service disruptions due to events beyond its reasonable control, including but not limited to natural disasters, platform failure, government action, or pandemic.
13.3 Severability
(a) If any clause or part of a clause is unenforceable, it may be severed from this Agreement. The remaining clauses continue in full force.
13.4 Variation of Terms
(a) These terms may change. Clients will be notified by email or via Digital Platform prior to changes taking effect. Continued participation in the program after the effective date of the change constitutes acceptance of the updated terms.
(b) If the Client does not agree with a change, they may cancel before the updated terms take effect.
(c) Where a material change to these terms takes effect during a cycle the Client has already paid for, the Client may cancel within 7 days of receiving notice of the change and will be eligible for a refund of any complete 4-week cycles paid in advance that have not yet commenced.
13.5 Governing Law
(a) This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.
13.6 Discontinuation
(a) If services cease, clients will be notified. At the Service Provider's discretion, partial refunds for unused access may apply.
13.7 Non-Standard Contract Declaration
(a) Each party acknowledges that they have had the opportunity to review and negotiate the terms of this Agreement and agree that this Agreement is not a standard form contract within the meaning of the Competition and Consumer Act 2010 (Cth).
13.8 Assignment
(a) The Client must not assign or transfer their rights or obligations under this Agreement without the prior written consent of the Service Provider.
(b) The Service Provider may assign or transfer this Agreement at any time by providing notice to the Client.
13.9 No Employment or Agency Relationship
(a) Nothing in this Agreement creates a relationship of employment, agency, partnership, or joint venture between the Client and the Service Provider.
13.10 Waiver
(a) A waiver of any right or provision under this Agreement is only effective if it is in writing and signed by the party granting the waiver. A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.
13.11 Discretionary Decisions
(a) Where the Service Provider is granted discretion under this Agreement, that discretion may be exercised unconditionally and without explanation, unless otherwise required by law. Discretion will be exercised reasonably and in good faith, except where unconditional discretion is expressly permitted under this Agreement.