Online Coaching Agreement

Effective date: 1 August 2022

Overview

Welcome!

Welcome to Alison O’Sullivan Coaching (Alison O’Sullivan trading as Alison O’Sullivan Coaching ABN 23 671 085 382). In these terms, Alison O’Sullivan Coaching is also referred to as “my”, “I, or “me”. And you are you!

What are these terms about?

These terms and conditions apply when you purchase Coaching Services through my website, being https://www.alisonosullivan.com (the Website). By purchasing Coaching Services, you agree to these terms and conditions.

TERMS AND CONDITIONS

These terms and conditions, together with any additional terms mutually agreed in writing (this Agreement) set out the terms under which Alison O’Sullivan Coaching provides Coaching Services to you.

1. HOW TO READ THIS AGREEMENT

Capitalised words and phrases used in these terms and conditions have the meaning given in the definitions in clause 2 of this Agreement or by the word immediately preceding any bolded and bracketed word(s) or phrase(s).

2. DEFINITIONS

In these Terms and Conditions, the following words and phrases have the following meaning:

Term	Meaning
Client Content	means any Material supplied by you under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.
Coaching Resources	means all Material provided to you in connection with the Coaching Services.
Coaching Services	means the particular coaching services purchased by you as described on the Website, which may, for example, include access to an online course and/or one-on-one sessions with me. Details of what is included in the Coaching Services will be provided on the Website and available to you at the time of purchase.
Confidential Information	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.
Alison O’Sullivan Coaching IP	means all Materials owned or licensed by Alison O’Sullivan Coaching, including all Coaching Resources and any Intellectual Property Rights attaching to those Materials.
Fees	means the fees set out on the Website for the Coaching 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.
Laws	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.
Material	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.
Personnel	means employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Term	means the applicable time period for which you will have access to the Coaching Services as described on the Website.

3. SERVICES

3.1 GENERAL

(a) In consideration for the payment of the Fees, I will provide you with the Coaching Services.

(b) Unless otherwise agreed in writing, I may, at my discretion:

(i) not commence providing you with, or access to, the Coaching Services until you have paid any applicable Fees; and

(ii) withhold delivery of Coaching Services until you have paid the applicable Fees in respect of any Coaching Services, including Fees for previous Coaching Services that I have already provided.

3.2 COACHING RESOURCES

(a) If applicable, you will be provided with login details to access your Coaching Resources via the platform Kajabi.

(b) You are granted a limited, revocable, non-transferable and non-exclusive licence to use the Coaching Resources for non-commercial purposes during the Term.

(c) You must not attempt to copy, reproduce, adapt, vary, distribute, sell, modify, publish or otherwise commercialise the Coaching Resources without my prior written consent, except as expressly contemplated by this agreement.

(d) Upon expiry of the Term or termination of this agreement in accordance with clause 15, you must immediately delete or destroy all copies of the Coaching Resources that you have downloaded or are in possession of, including all electronic copies, comprising, or containing any Alison O’Sullivan Coaching IP.

3.3 ONE-ON-ONE COACHING

(a) This clause applies for any one-on-one coaching sessions purchased as part of the Coaching Services (Sessions).

(b) (Timing) It is your responsibility to ensure you attend your Session at the agreed time. The Session will end at the scheduled time, regardless of whether or not you attend the Session on time. You will not be entitled to a refund in respect of your Session on the basis that you failed to attend.

(c) (Video Conference) Your Session will occur via a third party online video conferencing application (Session Platform), which I will notify you of prior to your Session. I 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/.

(d) (Session Platform Issues) Any technical or other issues with the Session Platform should be directed to the Session Platform to troubleshoot the issue. I will not be liable for any loss or damage suffered as a result of or in connection with issues on the Session Platform.

(e) (Cancellation by me) I reserve the right to cancel your Session for any reason and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.

(f) (Cancellation by you) If you cancel your Session:

(i) 1 week or more prior to the Session start time, I will provide you with a full refund for the amount paid for the Session;

(ii) less than 1 week but more than 24 hours before the Session start time, I will provide you with a full refund of the amount paid for the Session minus a 50% cancellation fee; and

(iii) less than 24 hours prior to the Session start time, I will not refund you any of the amount paid for the Session.

4. DISCLAIMERS

4.1 NO PROFESSIONAL ADVICE

(a) All information provided by me as part of the Coaching Services is general information and is based on the information you provide to me.

(b) No information provided as part of the Coaching 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 specific financial, legal or other professional advice before relying on the Coaching Services. By not seeking such advice, you accept the risk that the information provided as part of the Coaching Services may not meet the specific needs of your business.

4.2 NO GUARANTEED OUTCOME

(a) All information provided as part of the Coaching Services is an opinion only, based on my experience.

(b) Subject to clause 11 and to the maximum extent permitted by applicable laws:

(i) I do not guarantee any particular outcome, including any growth of your business, if you rely on the Coaching Services; and

(ii) I will not issue any refunds if you do not experience the growth or results that you expected.

4.3 TESTIMONIALS

(a) If I use testimonials on the Website or in the Coaching Resources, I 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. Therefore, I do not guarantee that those descriptions and specifications are accurate or free from errors or omissions. I reserve the right to make any necessary corrections to the descriptions or specifications in the testimonials without notice.

(b) With your written consent, I may publish testimonials based on your use of the Coaching Services on the Website or in the Coaching Resources.

5. YOUR OBLIGATIONS

5.1 PROVIDE INFORMATION AND LIAISON

(a) You must provide me with documentation, information and assistance, as reasonably required for me to perform the Coaching Services.

(b) You agree to liaise with me for the purpose of enabling me to provide the Coaching Services.

(c) You acknowledge and agree that any growth or success you may experience as a result of the Coaching Services is dependent on the extent to which you engage with the Coaching Services and implement any techniques, methods, ideas, suggestions or recommendations.

5.2 ACCESS REQUIREMENTS

You must ensure that you have access to a computer and stable internet connection to be able to receive the Coaching Services.

5.3 COMPLIANCE WITH LAWS

You warrant that by receiving or requesting the Coaching Services, or during receiving or requesting the Coaching Services, you will not:

(a) breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);

(b) do anything which may cause me to breach any Law;

(d) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

6. PAYMENT

(a) (Payment obligations) Unless otherwise agreed in writing, you must pay the Fees for the Coaching Services at the time of purchasing the Coaching Services.

(b) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by me, you must pay the GST subject to me providing a tax invoice.

(c) (Card surcharges) I reserve the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).

(d) (Online payment partner) I may use third-party payment providers (Payment Providers) to collect payments for the Coaching 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 I am not liable for the security or performance of the Payment Provider. I reserve the right to correct, or to instruct my Payment Provider to correct, any errors or mistakes in collecting your payment.

(e) (Pricing errors) In the event that I discover an error or inaccuracy in the price at which you purchased the Coaching Services, I will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing the Coaching Services at the correct price, or cancelling your purchase. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.

(f) If you do not pay an amount due under this Agreement on or before the date it is due:

(i) I may immediately cease providing the Coaching Services;

(ii) I may seek to recover the amount due by referring the matter to a collection agency; and

(iii) you must reimburse me for any costs I incur, including any legal costs, in recovering the amount due or enforcing any of my rights under this Agreement.

7. THIRD PARTIES

7.1 THIRD PARTY TERMS AND CONDITIONS

(a) You acknowledge and agree that I provide the Coaching Services via third party services providers (Third Party Providers). Your acceptance of the Coaching Services is subject to the terms & conditions of the Third Party Providers (Third Party Terms).

(b) The Coaching Resources are accessible via Kajabi and the terms and conditions of Kajabi will apply to your use of the Coaching Resources. Those terms can be accessed here: https://kajabi.com/policies/terms

(c) To the maximum extent permitted under applicable law I will not be liable for any loss or damage suffered by you in connection with any Third Party Terms.

7.2 THIRD PARTY CONTENT

The Website or Coaching Resources may contain text, images, data and other content provided by a third party (Third Party Content). I am 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.

7.3 THIRD PARTY LINKS

The Website or Coaching 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. I have no control over Third Party Links and am not responsible for linked websites.

8. PRIVACY

You acknowledge and agree that I will collect, use and disclose your personal information in accordance with my Privacy Policy, which may be found here: https://www.alisonosullivan.com/privacypolicy. You agree to the terms of my Privacy Policy.

9. CONFIDENTIALITY

9.1 CONFIDENTIAL INFORMATION

The parties will not, during or after the Term, disclose Confidential Information directly or indirectly to any third party except:

(a) with the other party’s prior written consent;

(b) as required by Law; or

(c) to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).

9.2 BREACH

If either party becomes aware of a suspected or actual breach of this clause 9 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.

9.3 USE

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.

9.4 RETURN

On termination of this agreement, both parties must promptly return or destroy all Confidential Information in its possession or control.

9.5 ADDITIONAL DISCLOSEES

Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 9. 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.

10. INTELLECTUAL PROPERTY

10.1 CLIENT CONTENT

(a) You grant to me (and my 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 Services.

(b) You warrant that my use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights.

10.2 ALISON O’SULLIVAN COACHING IP

(a) We grant you a non-exclusive, royalty free, non-transferable and revocable licence to use Alison O’Sullivan Coaching IP to the extent required for you to use, enjoy the benefit of or exploit the Coaching Services.

(b) You will not acquire Intellectual Property Rights in any Alison O’Sullivan Coaching IP under this Agreement or as part of receiving the Coaching Services.

11. REFUND POLICY

(a) To the maximum extent permitted by applicable law, I will not issue refunds under any circumstances, including change of mind, unless in accordance with this clause 11.

(b) If, after genuinely engaging with the Coaching Services, you believe you have not received value from the Coaching Services, I may consider a request for a refund if the criteria in clause 11(c) is satisfied.

(i) engaged with, and completed, all applicable Course Resources;

(ii) built and developed your business using the techniques, methods or recommendations shared as part of the Coaching Services.

(d) Any refunds issued under this clause 11 will be issued solely at my discretion.

12. WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund) if there is a failure with the services I provide.

13. LIABILITY

(a) (Limitation of liability) To the maximum extent permitted by applicable law, my 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 me.

(b) (Indemnity) You agree at all times to indemnify and hold me and my 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:

(i) breach of any term of this Agreement; or

(ii) negligent, fraudulent or criminal act or omission.

(c) (Consequential loss) I will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Agreement or any goods or services provided by us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

14. SUBCONTRACTING

I may subcontract any aspect of providing the Coaching Services and you hereby consent to such subcontracting.

15. TERMINATION

15.1 TERMINATION FOR CAUSE

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:

(a) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or

(b) that breach is not capable of remedy.

15.2 EFFECT OF TERMINATION

Upon termination of this Agreement:

(a) you will no longer have access to the Coaching Resources;

(b) you must immediately destroy or delete all copies of Coaching Resources that have been downloaded or that are otherwise in your possession, including all electronic copies, comprising or containing any Alison O’Sullivan Coaching IP;

(c) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and

(d) to the maximum extent permitted by law, any Fees paid are non-refundable.

15.3 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

16. DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

17. NOTICES

(a) Where a clause requires a notice to be sent:

(i) the parties will use the email addresses set out in the Key Details; and

(ii) refer to the name and date of this agreement in the subject heading.

(b) If no email address is stated, notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.

(c) 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.

18. GENERAL

18.1 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.

18.2 BUSINESS DAYS

If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.

18.3 AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

18.4 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.5 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.6 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.7 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.8 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

18.9 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

18.10 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.11 INTERPRETATION

(a) (singular and plural) words in the singular include the plural (and vice versa);

(b) (gender) words indicating a gender include the corresponding words of any other gender;

(c) (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;

(d) (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;

(e) (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;

(f) (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;

(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(i) (includes) the word "includes" and similar words in any form is not a word of limitation; and

(j) (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.

Online Coaching Agreement

Overview

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