These terms and conditions are between Kylianne Rose Farrell t/as Move For Mental Health (ABN 73 031 524 780), (we, us or our) and you, the party stated in the Quote (you or your), together the Parties and each a Party. These terms and conditions and the Quote form the entire agreement under which we will provide the Services to you. 

  1. ACCEPTANCE

    1. You have requested the Services set out in the Quote, and you accept this Agreement by the earlier of:

  1. signing and returning the Quote to us (including electronically);

  2. accepting the Quote online or sending an email accepting the Quote (expressly or impliedly);

  3. instructing us (whether orally or in writing) to proceed with the Services; or

  4. making part or full payment of the Price (including any deposit).

    1. This Agreement will commence on the Commencement Date and will continue until the date we have completed the provision of the Services to you (as reasonably determined by us), unless earlier terminated in accordance with its terms (Term).

  1. PRICE AND PAYMENT

    1. You agree to pay us the Price in accordance with the Payment Terms.

    2. Unless otherwise agreed between the Parties, you must pay the Price or the relevant part thereof before we commence the performance of the Services.

    3. If and when applicable, GST payable on the Price will be set out in our Quote. You agree to pay the GST amount at the same time as you pay the Price.

    4. If any amounts are unpaid 5 days after the payment date (as set out in the Payment Terms), those amounts will become a debt immediate due and payable to us, and we may:

      1. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per annum (calculated daily and compounding monthly); and

      2. suspend the performance of the Services until with receive payment.

  2. SERVICES

    1. In consideration of your payment of the Price, we agree to provide you the Services in accordance with this Agreement, whether ourselves or through our Personnel.

    2. We offer the following services:

      1. one-on-one positive leadership training;

      2. group mental health awareness workshops;

      3. group mental health first aid courses; and

      4. other services as set out in the Quote.

    3. We will not be responsible for any Services unless expressly set out in the inclusions in the Quote.

    4. We may also offer products to you such as our merchandise. Any products you wish to purchase will be included in the Quote and provided to you at the relevant Booking or during the course of our provision of the Services to you.

    5. All variations to this Agreement must be agreed in writing between the Parties and will be priced in accordance with our Quote or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, or would result in us suffering or incurring any additional cost or delay, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 3.5.

    6. We reserve the right to refuse any request for Services for any reason (including due to our lack of availability or your unsuitability to follow our programmes).

  3. YOUR ACCOUNT

    1. You may need to create an account on our Website in order to receive Services (Account).

    2. You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.

    3. It is your responsibility to keep your Account details, username and password confidential. You agree that you are liable and solely responsible for all activity or actions undertaken via your Account, whether or not such actions have been authorised by you.

    4. You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs, including the software which supports your Account. You agree to comply with the terms and conditions applicable to the relevant Third Party Inputs at all times and, to the maximum extent permitted by law, not hold us liable for any Liability caused or contributed to by, arising from or connected with any Third Party Inputs.

    5. Should any unavailability, error or change to a Third Party Input have substantial and adverse impact on your access to and enjoyment of the Services:

      1. you agree to notify us in writing within 2 Business Days of the change coming into effect; and

      2. following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.

    6. This clause 4 will survive the termination or expiry of this Agreement.

  4. CANCELLATION

    1. You may cancel a Booking by providing us at least 1 weeks’ notice before the scheduled start time of the Booking.

    2. If you cancel a Booking and provide us with less than 1 weeks’ notice before the scheduled start time of that Booking, you agree:

      1. that any Deposit/s paid by you for the Booking are non-refundable and will be forfeited for the cancelled Booking; and

      2. if there was no Deposit payable for the Booking, that you will pay to us 50% of the Price quoted for the cancelled Booking.

  5. OBLIGATIONS AND WARRANTIES

    1. You represent, warrant and agree:

  1. to comply with this Agreement and all applicable Laws;

  2. you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;

  3. that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;

  4. that the information and documentation you provide to us is true, correct and complete;

  5. that you will provide us and our Personnel with sufficient access, free from harm or risk to health or safety, to the Premises (including any facilities at the Premises), to enable us to provide the Services, including at the dates and times that we may reasonably request; and

  6. you will not infringe any third party rights in working with us and receiving the Services.

    1. You acknowledge and agree that:

      1. the Services are not counselling, psychotherapy, psychology or coaching;

      2. you will ensure that every Participant is responsible for his or her own wellbeing including that person’s choices and decisions;

      3. we require you or any Participants to act respectfully and considerately towards us and other Participants and not to do anything that may harm us and other Participants; and

      4. you and any Participants are solely responsible for creating and implementing your own decisions, choices, actions and results arising out of or resulting from the Services and your interactions with us. As such, you agree that we are not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any Services we provide.

  1. TERMINATION

    1. Either Party may terminate this Agreement, by providing the other Party with at least 1 weeks’ written notice.

    2. This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

  2. the Defaulting Party is unable to pay its debts as they fall due.

    1. Upon termination or expiry of this Agreement:

  1. we will immediately cease providing the Services;

  2. all scheduled Bookings will be cancelled; and

  3. you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement.

    1. The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.

    2. This clause 7 will survive the termination or expiry of this Agreement.

  1. YOUR CONSUMER LAW RIGHTS

    1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Consumer Law Rights as a consumer under the ACL.

    2. You agree that our Liability for the Services is governed solely by the ACL and this Agreement.

    3. Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in this Agreement.

    4. Subject to your Consumer Law Rights, all amounts paid by you for the Services are non-refundable.

    5. This clause 8 will survive the termination or expiry of this Agreement.

  2. LIMITATION OF LIABILITY

    1. Exclusions: Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by (whether directly or indirectly):

      1. your acts or omissions;

      2. breach of this Agreement, any law or third party rights by you;

      3. any delay in us providing the Services to you, for whatever reason;

      4. any information, documentation, specifications or directions given by you; and/or

      5. any event or circumstance beyond our reasonable control, including a Force Majeure Event (whether known or unknown at the Commencement Date).

    2. Indemnity: Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

      1. your acts or omissions of you; or

      2. any information, documentation, specifications or directions given by you.

    3. Limitation of Liability: Despite anything to the contrary, to the maximum extent permitted by law:

  1. neither Party will be liable for any Consequential Loss; and

  2. our maximum aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

    1. This clause 9 will survive the termination or expiry of this Agreement.

  1. INTELLECTUAL PROPERTY

    1. As between the Parties, each Party retains all Intellectual Property Rights in its Intellectual Property developed prior to or independently of this Agreement. Nothing in this Agreement constitutes an assignment or transfer of such rights.

    2. As between the Parties, ownership of all Intellectual Property Rights in any Intellectual Property developed, adapted, modified or created in connection with this Agreement or the performance of the Services will at all times vest, or remain vested, in us.

    3. We grant you a non-exclusive, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use your and your Personnel’s Intellectual Property solely for the performance of our obligations under this Agreement.

    4. This clause 10 will survive the termination or expiry of this Agreement.

  2. CONFIDENTIALITY

    1. We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines, to the extent they apply to us.

    2. We acknowledge and agree that we have an ethical obligation to keep any information provided by you or any Participants and any advice or information we provide to you or any Participants strictly confidential. We may have a right or obligation by law to disclose confidential or personal information provided to us in certain circumstances. In such situations, if possible, we will endeavour to discuss with you prior to such disclosure. Any personal or sensitive information you provide to us will be used in accordance with our privacy policy on our Website.

    3. Subject to clause 11.4, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

    4. Clause 11.3 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 11.3.

    5. This clause 11 will survive the termination or expiry of this Agreement.

  3. GENERAL

    1. Amendment: This Agreement may only be amended in writing and as agreed by the Parties.

    2. Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

    3. Disputes: A Party may not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt.

    4. Entire agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties, and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

    5. Force majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

    6. Governing law: This Agreement is governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

    7. Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under this Agreement.

    8. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

    9. Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

    10. Precedence: To the extent there is any ambiguity, discrepancy or inconsistency in or between the terms of the Agreement and the Quote, the Agreement will prevail.

    11. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

    12. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

  4. INTERPRETATION & DEFINITIONS

    1. Words like including and for example are not words of limitation.

    2. In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:

Agreement means these terms and conditions, which includes the Quote, and any documents attached to, or referred to in, each of them.  

Booking means the schedule time period during which we provide the Services to you.

Business Days means a day on which banks are open for general banking business in Western Australia, excluding Saturdays, Sundays and public holidays. 

Commencement Date means the date this Agreement is accepted in accordance with its terms.

Deposit means the deposit as set out in the Quote.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property. 

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Participants are the members of your Personnel who you have chosen to attend the Bookings and include the recipient of the on-on-one Bookings.

Payment Terms means the Price, method and timing of payment, as set out in the Quote.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Premises means the location where the Services are to be supplied, as set out in the Quote. 

Price means the price set out in the Quote for the performance of the Services and includes any Deposit.

Quote means the quote (including any online quote) to which this Agreement is attached by reference. 

Services means the services we agree to perform under this Agreement, as further particularised in the Quote. 

Third Party Inputs means third parties or any goods and services provided by third parties, including software providers, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.

Website means the site located at:  www.moveformentalhealth.com.au

Last update: 16 March 2022

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