TERMS & CONDITIONS

A. Definitions
i. The definitions and interpretation clause towards the end of this Section sets out and explains the defined terms used in this agreement and the rules of interpretation that apply.

B. Term
The agreement commences on the Commencement Date (upon purchase and access to the program) and ends upon completion of the self-paced program, Health That Holds.

C. Services
i. Subject to the terms of this agreement, Sarah Scully-Leaf must supply the Services to the Client in consideration of the Client paying the Fee to Sarah Scully-Leaf.

ii. Health That Holds is a 100% self-paced digital program with no live calls or 1:1 access to Sarah Scully-Leaf. The Client agrees to take full responsibility for engaging with the content independently and understands there is no direct support or facilitation.

iii. This program is non-refundable, and if you are using a payment plan you are obligated to pay as agreed, on the dates agreed and in full, regardless of how you utilise the program. In the event your payment plan extends beyond the completion of the sessions or program, enforcement of monies will be pursued and you agree to repay.

iv. The Client acknowledges that Sarah Scully-Leaf may require a reasonable time after purchase to activate access to the program content.

v. The Services may be supplied by such employees, contractors or agents that Sarah Scully-Leaf deems appropriate.

vi. HTH is for general educational and informational purposes only and is not intended to provide personal training, fitness coaching, or individualised exercise or nutritional advice. Sarah Scully-Leaf is not offering services as a personal trainer or fitness coach in connection with HTH. Any exercise or wellness suggestions discussed are not tailored to individual needs and should not be considered a substitute for professional advice from a qualified and current medical, health or fitness professional. Participation is at your own risk, and you should consult a medical or fitness professional before starting any new health or exercise program.

vii. The Client must:
1. Take full personal responsibility for their own progress within the program.
2. Understand that Sarah Scully-Leaf makes no guarantees that specific goals or outcomes can or will be achieved.


D. Fees, Expenses & Debit Facility
i. The fee payable by the Client for the provision of the Services is inclusive of GST.

ii. If the Client requires additional modifications to the services, additional charges may be incurred and will be discussed with the Client prior to any work being undertaken.

iii. Once paid, this agreement is final. Should there be a cancellation of this agreement by you for any reason, any and all unused funds or credits will be forfeited.

E. Confidentiality
i. With respect to the Services, the Client must:
a. keep confidential all information and technical data disclosed by Sarah Scully-Leaf to the Client, provided that the Client has the right to disclose such information to its employees and other people in so far as it is necessary for them to know the information for the use of the Services in the course of the Client’s business.
b. not use any of Sarah Scully-Leaf’s disclosures or other information or technical data except for the purposes specified in this agreement.

ii. Sarah Scully-Leaf must not, without the prior written consent of the Client, use or disclose any documents in connection with the Services of this agreement, which is marked confidential by the Client related to the Services (“Confidential Information”), other than as necessary to provide and/or maintain the Services.

iii. Despite the above, either Party may disclose Confidential Information if and to the extent that:
1. such disclosure is required by law,
2. the information is generally available in the public domain except where that is a result of a disclosure in breach of this agreement, or
3. explicit written consent has been granted.

F. Intellectual Property Ownership
i. The Intellectual Property in the Services or any document or thing related to the services, and any additions or enhancements incorporated into the Services by Sarah Scully-Leaf is owned by Sarah Scully-Leaf.

ii. While this agreement is in force, Sarah Scully-Leaf provides a non-exclusive, non-transferrable, royalty free licence to the Client to access, use, customise, communicate and reproduce Sarah Scully-Leaf’s Intellectual Property to the extent necessary for the Client to obtain the benefit of the Services. When this agreement ends or is terminated, the licence specified in this clause is automatically revoked.

iii. The Intellectual Property in any video content, worksheets, templates and other materials provided in the program is owned by Sarah Scully-Leaf. These must not be copied, shared, or repurposed for sale or distribution in any form.

iv. The Intellectual Property in any of the Client’s pre-existing material owned by the Client prior to the commencement of this agreement and used in the delivery of the Services is owned by the Client.

v. The client agrees not to provide their log-in details to anyone else.

G. Warranties, liability, indemnities & Limitation of Liability 
i. In addition to the above, Sarah Scully-Leaf provides the Services to the Client at the request of the Client.

ii. The service is provided without warranty of any kind, express or implied.
iii. The Client acknowledges Sarah Scully-Leaf is not a doctor, therapist or mental health professional. The Client understands that coaching is not a substitute for counselling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, and The Client will not use it in place of any form of therapy.

iii. Sarah Scully-Leaf does not warrant that:
        1. the Services will be error free, or
        2. the Services will be provided without interruption.  

iv. If Sarah Scully-Leaf supplies the Services (or any part of it) negligently or in breach of this agreement, then the Client must give Sarah Scully-Leaf the opportunity to re-supply the relevant part of the Services to rectify the same.

v. Sarah Scully-Leaf provides no warranty that any Goal, result or objective can or will be achieved or attained at all or by any completion date or any other date, whether stated in this agreement or elsewhere.

vi. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Act (or similar legislation) in each of the States and Territories of Australia where Sarah Scully-Leaf undertakes the work, except to the extent permitted by those Acts where applicable.

vii. Without limiting any other term in this document, where the Client is a consumer (as defined by the ACL) but the goods or services supplied by Sarah Scully-Leaf to the Client are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Sarah Scully-Leafs liability under the consumer guarantees (as defined by the ACL) is limited, at Sarah Scully-Leaf’s option, to one or more of the following;
        1. re-supplying the Services supplied to the Client again;

viii. In all other circumstances, and without limiting any other term in this document, to the full extent permitted by law, (including but not limited to the ACL, any relevant federal, State or local statute as amended from time-to-time and the common law), Sarah Scully-Leaf will not be liable in any circumstances for any Loss or damage (including consequential loss or damage including loss of profit) to the Client or any property or person whatsoever arising out of or connected with:
these terms;
        1. the Client’s access to, use of or inability to use any of the product or Services.
        2. the provision of the any product or Services under this agreement;
        3. the delay in delivery, delay or non-delivery of any product or Services supplied to the Client; or
        4. the delay in completing or a breach of this document by Sarah Scully-Leaf.

ix. The Client indemnifies Sarah Scully-Leaf and each of Sarah Scully-Leaf’s employees, contractors and agents against any Loss, Claim, damage or expense (including legal fees on a full indemnity basis) incurred by Sarah Scully-Leaf or any of Sarah Scully-Leaf’s employees, contractors and agents arising directly or indirectly out:
        a. infringement of third party Intellectual Property, or third party Losses by reason of or arising out of any information supplied to the Client by Sarah Scully-Leaf, its employees, agents or consultants, or supplied to Sarah Scully-Leaf by the Client within or outside of the scope of this agreement; or
        b. of any breach by the Client of this agreement; or
            c. the Client failing to follow the reasonable advice of Sarah Scully-Leaf.

I. Marketing Material
i. The Client authorises Sarah Scully-Leaf to use the Client’s name and logo in Sarah Scully-Leaf’s marketing material, including on Sarah Scully-Leaf's website and in promotional documents.

ii. The Client may withdraw permission for Sarah Scully-Leaf to use its name and logo in marketing material at any time by providing written notice to Sarah Scully-Leaf.

J. Disputes
i. When a dispute arises under this agreement, a party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome required and the action believed necessary under the circumstances that will assist both in settling the dispute. Each party will then, in good faith, attempt to resolve the dispute by negotiation within the next 14 days from the date of the complaint, or longer period if the parties agree in writing.

ii. Except in the case of urgent injunctions, the parties agree to attempt to resolve any dispute in accordance with this clause prior to enforcing any other rights permitted by law in relation to this agreement.

K. Originating Jurisdiction

The parties agree the originating jurisdiction for this Agreement is New South Wales, Australia.

L. Termination
i. Sarah Scully-Leaf reserves the right to immediately terminate the agreement in the event that:
        a. the Client fails to pay the Fee within the agreed terms;
        b. the Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental capacity;
        c. if Sarah Scully-Leaf believes that any Product and Services is being used by the Client to commit illegal or unauthorised activity; or
        d. if the Client fails to follow the reasonable advice of Sarah Scully-Leaf.
        e. If any behaviour such as or similar to; misconduct, gaslighting, ongoing negativity, defamation is displayed, Sarah Scully-Leaf reserves the right to remove the Clients access.
        f. Sarah Scully-Leaf reserves the right to close the program / revert access at any time.
ii. Without limiting any other term, Sarah Scully-Leaf has no liability to the Client for termination of the agreement in accordance with this clause.

M. Miscellaneous
i. This agreement may only be amended in writing signed by duly authorised representatives of the parties.
ii. This agreement expresses and incorporates the entire agreement between the parties and supersedes and excludes any prior or collateral negotiation, understanding, communication, representation or agreement by or between the parties.
iii. Nothing in this document makes ineffective, or reduces, any protection at law from liability which Sarah Scully-Leaf is entitled to in the state or territory of the applicable law.

iv. This agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this agreement.

v. The Client does not have, and must not represent that it has any authority to make any commitments on Sarah Scully-Leaf's behalf.

vi. This agreement is governed by and construed under the law of the State of New South Wales, Australia.  Any legal action relating to this agreement must be brought in any court of competent jurisdiction in the State of New South Wales, and the parties irrevocably, generally and unconditionally submit to the exclusive jurisdiction of the courts of that State.

vii. Any failure by the parties to exercise any right under this agreement in whole or in part does not operate as a waiver.

viii. Any provision or part provision of this agreement that is invalid, unenforceable or illegal for any reason in any jurisdiction, is invalid, unenforceable or illegal in that jurisdiction to that extent.  It will not invalidate, make unenforceable or illegal, or affect the remaining provisions of this agreement or the validity, enforceability of legality of that provision in any other jurisdiction.

ix. The Client must not transfer any right or liability under this agreement without the prior written consent of Sarah Scully-Leaf.

x. Sarah Scully-Leaf may assign its rights or liabilities under this agreement at its absolute discretion.

xi. This agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same agreement.

xii. Any notice may be served by delivery in person, by post or by email to the address or email of the recipient most recently notified by the recipient to the sender.

xiii. Any notice to or by a party under this document must be in writing and signed by either the sender or, if a corporate party, an authorised officer of the sender or the party’s solicitor.

xiv. Any notice is effective for the purposes of this document on delivery to the recipient or production to the sender of a fax confirmation report before 4.00 pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next day following delivery or receipt.

xv. The addresses for service for notices of the parties are the addresses specified above or any address a party advises the other in writing from time to time.

xvi. The terms specified in the Special Conditions apply to this agreement.  In the event that there is any inconsistency between the terms in this Section 3 and the terms of the Special Conditions, the Special Conditions take priority.

N. Interpretations
i. In this document, unless the context requires otherwise (and whether capitalised or not):
ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);
Client means the person or entity described in item 1 of Section 1;
Commencement Date means the date specified in item 2 of Section 1;
Deposit means the deposit specified in item 7 of Section 1;
Fee means the amount that the Client is required to pay to Sarah Scully-Leaf for the supply of the Services as specified in item 5 of Section 1;
GST means any tax, levy, charge or impost implemented under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) or an Act of the Parliament of the Commonwealth of Australia substantially in the form of, or which has a similar effect to, the GST Act;
Intellectual Property includes trade marks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former;
Loss or Losses means all losses including financial losses, damages, legal costs and other expenses of any nature;
Services means the services that are specified in item 4 of section 1;

ii. In this document, unless the context requires otherwise:
a. headings are for reference purposes only, except when there is an express references to Sections 1 to 3 which refers to the headings labelled Section 1, Section 2 and Section 3 respectively;
b. the singular includes the plural and vice versa;
c. words denoting any gender include all genders;
d. a reference to a person includes any other entity recognised by law and vice versa;
e. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
f. any reference to a party to this document includes its successors and permitted assigns;
g. any reference to any agreement or document includes that agreement or document as amended at any time;
h. the word "including" (and related forms including "includes") is understood as meaning "including without limitation";
i. the expression at any time includes reference to past, present and future time and performing any action from time to time;
j. an agreement, representation or warranty by two or more persons binds them jointly and severally and is for the benefit of them jointly and severally;
k. a reference to an exhibit, annexure, section, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment, section or schedule in this document;
l. a reference to a clause described, prefaced or qualified by the name, heading or caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment in this document means a cross reference to that clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment;
m. a reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated;
n. a provision of this document must not be construed to Sarah Scully-Leaf's disadvantage merely because it was responsible for the preparation of this document or the inclusion of any term in this document;
o. to avoid doubt, and without limitation, the term “in writing” or such similar term includes by email;
p. unless expressly stated otherwise, a reference to dollars or $ is to an amount in Australian currency;
q. Each person executing this document on behalf of the Client warrants and represents that they have full authority to enter into this agreement on behalf of the Client.