Definitions

The definitions and interpretation clause towards the end of this Section 3 sets out and explains the defined terms used in this agreement and the rules of interpretation that apply

Term of Agreement

The agreement commences on the day of enrollment and ends after the final payment has cleared and or, whichever comes first, the eight week course is completed.

Product

Subject to the terms of this agreement, Chi Marie must supply the Product to the Client in consideration of the Client paying the Fee to Chi Marie.

The Product can be accessed from a website provided by Chi Marie. Chi Marie will provide the Client the log-in details to access the Product Components.

Chi Marie may provide the Client access to the Product immediately, following payment in full.

The client must not disclose the log-in details in order to access the Product to any other person or entity, except to its employees and contractors insofar as it is necessary for them to know the information for the use of the Product in the course of the Client’s business

A reference to Fully Booked Salon Accelerator means:

An online program called Fully Booked Salon Accelerator, which is delivered online and in person, and comprises of 8 weeks of online material, digital group training and digital group support.

In order to obtain the full benefit from the Product, it may be required to purchase third-party access to software such as software available from Canva and Mailchimp.

The Client must not:

use the Product for any purpose or in any manner other than as for learning about the subject matter of the Product, and utilising the components of the Product;

use the Product in any way that could damage the reputation of Chi Marie or the goodwill or other rights associated with the Product;

permit any third party to use the Product other than as set out in this agreement;

permit any person to link to any page containing any part of the Product (including via a hyperlink or RSS feed) without Chi Marie’s written consent;

except as expressly permitted by this agreement, and except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent Chi Marie restraining the Client from doing so:

reproduce, make error corrections to or otherwise modify or adapt the Product or the documentation associated with the Product or create any derivative works based upon the Product or the documentation associated with the Product;

de-compile, disassemble or otherwise reverse engineer the Product or permit any third party to do so; or

modify or remove any copyright or proprietary notices on the Product or the documentation associated with the Product.

Fees, Expenses & Debit Facility

In consideration of the provision of the Product in accordance with this agreement, the Client will pay Chi Marie the Fee in the manner specified on product page, and the Fee must be paid by the Client before the due date specified on Chi Marie’s invoice(s) issued to the Client from time to time.
The fee is payable in accordance with the selected payment plan, failure to pay will result in full remaining amount being due immediately and any failure to pay that amount will result in debt collection action.

The fee payable by the Client for the provision of the Product is inclusive of GST.

The Client must pay any Deposit specified in this agreement immediately upon executing this agreement.

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

Confidentiality

With respect to the Product, the Client must:

keep confidential all information and technical data disclosed by Chi Marie to the Client, provided that the Client has the right to disclose such information to its employees and other people insofar as it is necessary for them to know the information for the use of the Product in the course of the Client’s business;

not disclose the log-in details in order to access the Product to any other person or entity, except to its employees and contractors insofar as it is necessary for them to know the information for the use of the Product in the course of the Client’s business; and

not use any of Chi Marie disclosures or other information or technical data except for the purposes specified in this agreement.

Despite the above, either Party may disclose Confidential Information if and to the extent that:

such disclosure is required by law, or

the information is generally available in the public domain except where that is a result of a disclosure in breach of this agreement.

Intellectual Property Ownership

The Intellectual Property in the Product and any document or thing related to the Product, and any additions or enhancements incorporated into the Product by Chi Marie from time to time is owned by Chi Marie.

While this agreement is in force, Chi Marie provides a non-exclusive, non-transferrable, royalty free licence to the Client to access, use and communicate Chi Marie’s Intellectual Property to the extent necessary for the Client to obtain the benefit of the Product. When this agreement ends or is terminated, the licence specified in this clause is automatically revoked, and the Client no longer has any permission to access, use, or communicate any of Chi Marie’s Intellectual property.

Warranties, liability, indemnities & Limitation of Liability

Chi Marie provides the Product to the Client at the request of the Client.

The Product is provided without warranty of any kind, express or implied.

Chi Marie does not warrant that:

the Product will be error free, or

the Product will be provided without interruption.

Chi Marie provides no warranties on any outcome from using or implementing the information in the Product.

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 Chi Marie undertakes the work, except to the extent permitted by those Acts where applicable.

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 Chi Marie to the Client are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Chi Marie’s liability under the consumer guarantees (as defined by the ACL) is limited, at Chi Marie’s option, to one or more of the following:

replacing or repairing the Product supplied to the Client;

reimbursing the Client for the cost of replacing or repairing the Product supplied to the Client;

re-supplying any services supplied to the Client again;

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), Chi Marie 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;

the Client’s access to, use of or inability to use any of the Product or services.

the provision of the any Product or services under this agreement;

the delay in delivery, delay or non-delivery of any Product or services supplied to the Client; or

the delay in completing; or

a breach of this document by Chi Marie.

The Client indemnifies Chi Marie and each of Chi Marie’s employees, contractors and agents against any Loss or Claim or both (including legal fees on a full indemnity basis) incurred by Chi Marie or any of Chi Marie’s employees, contractors and agents arising directly or indirectly out:

of the failure of the Client to pay the Fee; or

of any breach by the Client of this agreement.

Marketing Material

The Client authorises Chi Marie to use the Client’s name and logo in Chi Marie marketing material, including on the Chi Marie website and in promotional documents.

The Client may withdraw permission for Chi Marie to use its name and logo in marketing material at any time by providing written notice to Chi Marie.

Disputes

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.

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.

Termination

In addition to the terms in clause 2, Chi Marie reserves the right to immediately terminate the agreement in the event that:

the Client fails to pay the Fee within the agreed terms;

the Client breaches a material term of this agreement;

the Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental capacity;

if Chi Marie believes the any product and Services is being used by the Client to commit illegal or unauthorised activity; or

if the Client fails to follow the reasonable advice of Chi Marie.

Without limiting any other term, Chi Marie has no liability to the Client for termination of the agreement in accordance with this clause.

In the event that Chi Marie terminates this agreement, Chi Marie may refuse the Client access to the Product, which includes refusing the Client access to the online system in which the Product is stored online.

Miscellaneous

This agreement may only be amended in writing signed by duly authorised representatives of the parties.

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.

Nothing in this document makes ineffective, or reduces, any protection at law from liability which Chi Marie is entitled to in the state or territory of the applicable law.

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.

The Client does not have, and must not represent that it has any authority to make any commitments on Chi Marie behalf.

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

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

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.

The Client must not transfer any right or liability under this agreement without the prior written consent of Chi Marie.

Chi Marie may assign its rights or liabilities under this agreement at its absolute discretion.

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

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.

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.

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.

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.

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.

Interpretations

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;

Deposit means the deposit specified in item 6 of Section 1;

Fee means the amount that the Client is required to pay to Chi Marie for the supply of the Product 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;

Product means the Product that are specified in item 4 of section 1;

Special Conditions means the terms, if any, specified in item 7 of Section 1;

Chi Marie means Chi Marie (ABN 98 619 260 466) Chi Marie

In this document, unless the context requires otherwise:

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;

the singular includes the plural and vice versa;

words denoting any gender include all genders;

a reference to a person includes any other entity recognised by law and vice versa;

where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

any reference to a party to this document includes its successors and permitted assigns;

any reference to any agreement or document includes that agreement or document as amended at any time;

the word “including” (and related forms including “includes”) is understood as meaning “including without limitation”;

the expression at any time includes reference to past, present and future time and performing any action from time to time;

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;

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;

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;

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;

a provision of this document must not be construed to Chi Marie’s disadvantage merely because it was responsible for the preparation of this document or the inclusion of any term in this document;

to avoid doubt, and without limitation, the term “in writing” or such similar term includes by email;

unless expressly stated otherwise, a reference to dollars or $ is to an amount in Australian currency;

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.