Terms & Conditions

 

Introduction

1. Thank you for your interest in the BSS Family Sleep and Wellness Program © (Program), a digital product owned and provided by Beyond Sleep School  (ABN: [ABN 28 691 198 838]) (we, us, our).
2. By purchasing and/or participating in the Program, you (the purchaser, in your individual capacity or on behalf of a company or other legal entity) agree to be bound by these terms and conditions as set out below (terms). Please read these terms carefully before finalising your purchase, as they will become legally binding on you and us once your purchase is complete.
3. In the event that you are purchasing this Program on behalf of a company or other legal entity, you represent and warrant to us that you have the authority to purchase the Program and agree to these terms on its behalf.

Incorporation of Website Terms of Use, Privacy Policy & Returns Policy

1. These terms include and incorporate our Website Terms of Use and Privacy Policy, as if they are set out below. These terms prevail to the extent of any inconsistency between these terms and those policies.

Program Access

 

• Our Program is hosted on Kajabi (Platform). In order to access the Program, you will be required (and agree) to create an account on the Platform, and take all steps necessary to maintain it in order to retain access to the Program for its duration. 

• Once you have purchased the Program, you will receive an email providing you with access to the Program on the Platform via a link. In the event that there are any issues with accessing the Program, please email us at [email protected] so that we may promptly assist you with any access issues. 

 

1. At the time of purchasing the Program, you will be able to select the intake period you wish to participate in. Irrespective of the date of your purchase, you will be granted access:
1. to the Program Inclusions from the date of your purchase, until the end of your selected intake period, subject to these terms;
2. the Program Bonuses for the four months of your selected intake period. (For example, you may purchase the Program in January and select an intake period commencing on 01 May. In that situation, you will have access to Program Inclusions from the date of your purchase in January to 01 September. You may have access to Program Bonuses from 01 May to 01 September, being your selected intake period.)

Program Inclusions

1. The Program Inclusions are listed here and include:
1. 18 modules covering: 
1. Introduction: Welcome to BSS;
2. Sleep Basics;
3. Newborn Sleep and 4th Trimester;
4. Breast and Bottle Feeding;
5. Perinatal Health;
6. 4 to 7 Month Sleep;
7. Nutrition;
8. 8 to 12 Month Sleep;
9. Toddler And Child Sleep;
10. Responsive Settling Methods;
11. Troubleshooting;
12. Sleep Training And Different Approaches;
13. Medical Red Flags;
14. Infant Attachment And Child Behaviour;
15. Volunteer Clients;
16. BSS Certification; 
17. References;
18. Resource Examples, 

and

1. Workbooks & worksheets in respect of modules 2 to 14.

(Program Inclusions)

Program Bonuses

1. The Program includes the following bonuses:
1. A dedicated Student Liaison from our team who will respond to any enquiries you may have (Student Liaison) from 5 days prior to your intake period. You will receive their contact details in your welcome email 5 days prior to the commencement of your chosen intake period;
2. One one-hour group call each month, commencing on your intake period. Information regarding the dates and times of the calls will be provided to you via email shortly before your intake period commences. Instructions on how to join the call will be provided to you 48 hours before the scheduled call time;
3. Assessments and assignments at the conclusion of each module to test your knowledge; and
4. Grading in accordance with these terms and constructive feedback on Program assessments and assignments which are submitted by the deadline indicated in the relevant module.

(Program Bonuses).

Assessments & Certification

Obtaining a Pass Grade

 

• The assessments and assignments in the Program will be available for four months commencing on your selected intake period, and marked on a fail/pass basis. This means that: 

• if an assessment or assignment is satisfactorily completed, a pass grade will be awarded; and 

• if an assessment or assignment is not satisfactorily completed, a fail grade will be awarded.

• All assessments and assignments must be completed in sequential order and a pass grade must be achieved in order to qualify for Certification.

• The assignments and assessments will be marked and graded by your Student Liaison (Initial Grade) and must be completed to their satisfaction.

• In the event that you are dissatisfied with your Initial Grade and wish to seek a re-marking:

• you must notify your Student Liaison via email, seeking a review of your grade, within 5 business days of receiving the Initial Grade. 

•  A copy of your submission, in its original format as submitted to us (i.e. without any notations, markings, grades etc. from your initial grading), will be re-submitted to another member of our staff for re-marking (Revised Grade). The Revised Grade will be issued to you within 14 days from the date of your re-marking request.

• You agree to cooperate with the staff member designated for re-marking your submission and issuing your Revised Grade, including to provide them with any information or documents requested, within the timeframe set by them, to enable them to complete the re-marking and issue the Revised Grade. If you fail to comply with this clause, the Revised Grade shall be the same as your initial Grade.

• In the event that you are dissatisfied with your Initial Grade and Revised Grade and wish to seek a second re-marking of your submission (Final Grade):

• you must notify your Student Liaison via email, that you would like a review of your Revised Grade, within 5 business days of receiving it. 

• An administrative fee of AUD$100 will apply to cover costs associated with the re-marking of your submission. We will invoice you within 2 Business Days of receiving your request, and the invoice must be paid in accordance with the terms stated on the invoice. If payment is not received, that will be taken as a withdrawal of your request for re-marking.

 

1. Once payment is received, a copy of your submission, in its original format as submitted to us (i.e. without any notations, markings, grades etc. from your initial or revised grading), will be provided to and re-marked by an independent Sleep Consultant (who is, in our opinion, suitably trained and experienced to undertake the re-marking of your submission) (Independent Examiner) and who will issue the Final Grade.

 

• The grade issued by the Independent Examiner shall be final and binding. No further reviews will be permitted. The Final Grade will be issued to you within 14 days from the date that payment of the administrative fee referred to at clause 14(b) is received.

• You agree to cooperate with the Independent Examiner, including to provide them with any information or documents requested, within the timeframe set by them, to enable them to complete the re-marking and issue the Final Grade. In the event that you fail to comply with this clause, the Independent Examiner will issue the Final Grade on the basis of the information available to them by virtue of your submission.

 

Obtaining Program Certification

 

• We may provide a certification for students, confirming their successful completion of the Program (Certification) in accordance with these terms, the Program requirements, and the Program curriculum (which is available to you on the Platform). By purchasing the Program and participating in it, you are not purchasing the Certification and no guarantee is provided that you will receive it.

• Participants of the Program shall only receive Certification if:

• All modules are completed in sequential order, within the timeframes recommended on the Platform subject to any extensions pursuant to these terms;

• Assessments are completed in sequential order;

• A pass mark is achieved for every assessment in the Program;

 

Use of Certification

 

• We are an IICT approved training provider (https://www.myiict.com/). However, we are not a formal educational institution, or otherwise associated with or approved by any authoritative or government body designated for education, in any country. As such, the Program, assessments, requirements to achieve a pass grade on assessments, and requirements for obtaining Certification are determined by us (in our absolute discretion) and not any other or external third party. 

• If you are successful in obtaining Certification, you acknowledge that you are not receiving a formal certification which is issued through any formal educational institution, and agree not to represent it as such to any individual/s or entity. You also release us from any and all liability arising out of or in connection with your receipt of a Certification.

 

Pause Period 

 

• You may pause your participation in the Program once during your intake period by up to four weeks. You must make a request in writing to your Student Liaison and advise them how long you wish to pause for, the reason for the pause (acceptable reasons may include illness or travel), and what date the pause is to commence (Pause Period). Pause applications will be assessed on a case by case basis, and may be rejected in our absolute discretion. If you do not specify what date you would like the Pause Period to commence, your Pause Period will commence from the date of the request for the pause.

• Where you elect to pause your participation in the Program:

• Your access to the Program will be removed for the duration of the Pause Period;

• If you have paid the PIF Program Fee in full, no refunds apply;

• If you are paying the Program Fee in instalments, no refunds on paid instalments apply and you must continue to make payments in accordance with your payment arrangements – no deferral to payments shall apply;

• Your access to the Program will be reinstated at the conclusion of your Pause Period and extended for the length of your Pause Period.

 

Deferral Period

 

• You may defer your participation in the Program once by up to six months in extenuating circumstances (including, but not limited to, severe illness, death of a close family member or friend, birth of a child). You must make a request to defer, in writing, to your Student Liaison and advise them how long you wish to defer for, the reason for the deferral request and from what date (Deferral Period). Deferral applications will be assessed on a case by case basis, and may be rejected in our absolute discretion. If you do not specify what date you would like the Deferral Period to commence, your Deferral Period will commence from the date of the deferral request.

• Where you elect to defer your participation in the Program:

• Your access to the Program will be removed for the duration of the Deferral Period;

• If you have paid the PIF Program Fee in full, no refunds apply;

• If you are paying the Program Fee in instalments, no refunds apply on paid instalments and you must continue to make payments in accordance with your payment arrangements – no deferral to payments shall apply;

• Your access to the Program will be reinstated at the conclusion of your Deferral Period and extended for the length of your Deferral Period.

 

Nature of Relationship

1. You agree and understand that the Program is aimed at teaching and providing you with skills and information we deem necessary to become a successful and effective family sleep and wellness coach. However, the implementation and success of any of the Program content into your sleep consulting and/or coaching services is ultimately your responsibility.
2. You understand and agree that:

1. parts of the Program content will include information shared or presented by various allied health professionals, such as (but not limited to) psychologists, paediatricians and nutritionists. That content is purely for informative and educational purposes. Those parts of the Program and any information exchanged is not intended to, and does not, substitute or replace discussions and consultations with relevant health professionals, such as medical doctors, nutritionists, therapists etc. on a case by case basis and your reliance on any information or discussions (whether in the course of our work or personally) is solely at your own risk; and
2. parts of the Program may include discussions about business strategy and finances (both personal and business). We are not qualified finance professionals and do not hold ourselves out to be. Those parts of the Program and any information exchanged is not intended to, and does not, substitute or replace discussions and consultations with relevant professionals (including, but not limited to accountants, financial advisors, solicitors and other professionals) and your reliance on that information is solely at your own risk.

1. Nothing in these terms, or the Program, creates or is intended to create a relationship of employer/employee, principal and agent, partnership or joint venture between you and us.

Purchase, Pricing & Payment

1. When purchasing the Program, your purchase includes the Program Inclusions and not the Program Bonuses.
2. As an Australian based business, there may be circumstances where we are not able to accept purchases from students or businesses outside of the Australia & New Zealand region due to professional risk and indemnity reasons. You understand and agree that, in the event that you are an individual or business located outside of Australia and New Zealand, we may in our absolute discretion determine that we are unable to accept your purchase and enrolment in the Program. In those circumstances, we will issue a full refund for your purchase. You release us from any and all liability arising out of or in connection with any such decision on our part and agree that it is not a breach of these terms.
3. In consideration for the provision of the Program Inclusions, you will pay us:
1. the PIF Program Fee, payable in full at the time of your purchase; or
2. The Program Fee, payable in instalments over 4 months, with the first instalment payable at the time of your purchase.

(Payment Options)

1. The Payment Options are subject to change in our absolute discretion, and may vary from time to time, including where a sale or promotion is being held in respect of the Program. The total amount payable in respect of your selected Payment Option will be confirmed at checkout, at the time of your purchase.

 

1. Where you elect to purchase the Program with the PIF Program Fee option (i.e. to pay in full at a discounted rate), and payment is not received at the time of your purchase on our website, or alternatively within 3 days from the date of issue of an invoice from us to you (as applicable depending on your method of purchase), we may cancel your purchase without further notice to you. In the event that this occurs and you still wish to purchase the Program, you must contact us and we will issue you with another invoice or alternatively you may make the purchase through our website, and these terms will also apply to that purchase. 
2. Where you elect to purchase the Program with the Program Fee option (i.e. to pay the full Program price in instalments):
1. The Program Fee will be divided by the number of months that your selected intake runs for, and that divided sum shall constitute the instalment payable by you to us every month until the Program Fee is paid in full. I.e. If at the time of your purchase, the Program Fee is $4,400.00 and the intake period for the Program is 4 months, you will be obliged to pay monthly instalments of $1,100.00 (being $4,400/4) until the Program Fee has been paid in full.
2. You authorise us, each month, to charge the monthly instalment fee payable by you to the bank card you provided at the time of paying your first instalment. 
3. The first instalment paid towards your Program Fee shall be a deposit (Deposit) and is strictly non-refundable, even where this agreement comes to an end before the commencement of your chosen intake period, as you are granted immediate access to the whole of the Program Inclusions.
4. Each subsequent instalment paid towards your Program Fee is non-refundable.
5. If you fail to pay any instalment as and when it falls due, we may, in our absolute discretion:
 

 

• retain any money paid by you to us towards the Program Fee (including all instalments and in addition to the Deposit);

• apply interest at the Default Rate per annum, calculated on a daily basis from the due date until paid in full, to any outstanding amounts, which you must pay to us on top of the principal amount owed; and/or

• Remove your access to and/or restrict or prohibit your participation in the Program until all outstanding amounts are paid in full.

• You release us from any liability arising from us taking any of the above steps and agree that by properly taking those steps we are not in breach of these terms.

 

 
1. You agree and understand that because you are granted immediate access to the Program Inclusions:
1. The amount payable in accordance with your selected Payment Option is payable by you in full;
2. Where you purchase the Program through the Program Fee Payment Option, the Deposit, and any subsequent instalments paid, are not refundable unless required by law; 
3. In the event that you fail to make payment of all or any part of the Program Fee, the Program Fee or any part of it which has not yet been paid by you is recoverable by us pursuant to these Terms, including by way of debt recovery and/or legal proceedings. 
2. In the event that you request additional products or services from us, or to modify or extend your access to any part or all of the Program, we will provide you with a separate estimate of fees for your approval and payment, and these terms will continue to apply to those products, services, changes or modifications unless specified otherwise.
3. You are responsible for any fees associated with your selected Payment Option, charged to you by third parties (such as bank transfer fees, foreign transaction fees, PayPal, Square, Stripe, Zippay etc.).
4. All amounts payable by you pursuant to these terms must be paid without set-off, deduction, withholding, or otherwise any claim (unless required by law).
5. If you are required by law to make a deduction or withholding in respect of any sum payable pursuant to these terms, you must make an additional payment to us equal to the sum necessary to ensure that the amount received by us will equal the full amount payable in accordance with your Payment Option.
6. The monies payable pursuant to the Payment Options relate only to the Program Inclusions, and not the Program Bonuses. As such, any failure on our part to provide the Program Bonuses, delays or if we modify or amend them from time to time, will not constitute a breach of these terms. 
7. If GST is applicable to your purchase, the GST amount payable will be shown at checkout, at the time of your purchase, and on the receipt issued to you following the processing of your purchase .

Refunds

1. Purchase of the Program is subject to our returns policy, which can be read on our website (www.beyondsleepschool.com). Despite anything to the contrary in that policy, as access to the Program Inclusions is made available to you digitally immediately on purchase, there are strictly no refunds unless required by Australian Consumer Law. These terms prevail to the extent of any inconsistency with our refunds policy.

Termination

1. Where an event occurs which results in us not being able to fulfill our obligations under these terms, you agree that our liability to you is limited to the fullest extent permitted at law to the last payment made by you to us towards the purchase of the Program.

Breach & Dispute Resolution

 

• In the event of a breach, dispute or disagreement arising out of or in connection with these terms, and before commencing any legal action or other formal dispute resolution proceedings:

 

1. The party alleging that there is a breach, dispute or disagreement (Disputing Party) must notify the other party (Responding Party) in writing to their email address within 7 business days of the breach, dispute or disagreement arising, of:

1. what they perceive to be the substance of the breach, dispute or disagreement;
2. if applicable, the clause of these terms which has been breached or is subject of the dispute or disagreement; and 
3. what they propose as a resolution.

(Dispute Notice)

1. The Responding Party must provide a response to the Dispute Notice within 7 business days of receiving it via email setting out their proposed resolution.
2. The parties must negotiate and discuss possible resolutions in good faith.

1. If the dispute remains unresolved after 28 business days of the Dispute Notice being issued:
1. the Disputing Party must refer the matter to the Victorian Small Business Commission – Dispute Resolution Service (VSBC), and seek a mediation (including doing all things, taking all steps and making all payments necessary to progress the complaint to a mediation).
2. The parties must cooperate in good faith and do all things necessary (including sign and submit any paperwork), to the best of their ability, in the VSBC process to progress the matter to a mediation in Victoria.
2. You shall be responsible for the payment of any of our legal, mediation and other costs (on a full indemnity basis, including solicitor-client costs) associated with any dispute arising out of or in connection with these terms, and agree to reimburse us for any costs paid by us in complying with this clause and/or these terms, enforcing our rights under these terms, and responding to any Dispute Notice or Claim brought by you in connection with these terms.
3. Without limiting either party’s right to seek urgent injunctive or declaratory relief, neither party may commence court proceedings in any jurisdiction until this term has been complied with and the mediation process is complete. 
4. You agree to receive notices under this clause and otherwise under these terms to the email address entered on our website or provided by you to us at the time of purchasing the Program. Our contact email address for the purpose of receiving notice relating to the Program and these terms is [email protected].   

Limitation of Liability & Indemnity 

1. Australian Law may confer rights, warranties and guarantees and remedies relating to the provision of the Program which cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law and other statutes. At no time are these statutory rights which cannot be excluded, sought to be excluded.
2. You agree we are not liable for any Losses or damage whether direct, indirect or consequential which you may suffer in reliance directly or indirectly on all or any part of the Program. 
3. You indemnify and hold us harmless from and against any and all Claims, liabilities, proceedings or demands which may be brought against us in respect of any Losses, death, injury, illness or damage (whether personal or property and including reasonable legal fees and expenses).
4. You agree to indemnify us for any costs we may incur in connection with the enforcement of our rights under terms (including all legal fees on a solicitor-client basis, court fees, and all other expenses incurred in connection with enforcing our rights under these terms).
5. Our liability is governed by these terms and conditions, and any other conditions or warranties which may be implied by custom, law or statute are expressly excluded to the fullest extent permitted by law.
6. You release us from any and all liability in respect of:
1. Our failure to provide any part of the Program which is to be provided by third parties (such as guest instructors or other participants); 
2. the information, recommendations, opinions, advice shared by third parties within the Program (such as guest instructors and/or other participants); and
3. your implementation or reliance on any advice, opinion, recommendation, information shared by third parties participating in the Program (such as guest instructors and/or other participants), and any direct or indirect results arising from that reliance or implementation. 
7. Our liability is limited at all times to the amount of the last invoice paid by you towards the purchase of the Program.
8. To the maximum extent permitted by law, we expressly exclude liability for any damage and/or delay in the performance of any obligation pursuant to these terms where such damage or delay is caused by circumstances beyond our reasonable control.
9. Each indemnity contained in these terms is an additional, separate, independent and continuing obligation that survives the termination or conclusion of these terms despite any settlement of account or other occurrence and remains in full force and effect until all money owing, contingently or otherwise, under the relevant indemnity has been paid in full.

Warranties & Acknowledgements

1. You represent and warrant that you:
1. are over 18 years of age;
2. will provide all relevant information required for us to provide you with the products and services pursuant to these terms;
3. have the legal capacity to enter into a legally binding contract;
4. have read these terms;
5. agree to the terms; and 
6. will comply with these terms.
2. Where you use a credit card, you warrant that you have the necessary rights and authority to use that credit card. 
3. You authorise us to automatically charge the credit card on file for any and all payment balances owed (including instalments payable pursuant to the Program Fee Payment Option  in accordance these terms) and agree to keep all billing information current at all times.
4. Where you fail to make payment or payment is declined for any reason, we may revoke your access to the Program, without refund. 
5. When making payments to us, you warrant that you have read the terms and conditions of any third-party payment gateway provider or credit provider (i.e. Paypal, Square, Stripe, Wix) which are available on the credit provider's website. 
6. When signing up for the Program, you warrant that you have read the terms and conditions of any third-party website on which the Program is being hosted (i.e. Teachable, Thinkific, Kajabi etc.) and that you will abide by those terms and conditions. 
7. Where any part of the Program includes access to a private group established by us, you represent and warrant that you:
1. Have read, agree to and will abide by, the terms and conditions of the platform on which the group is hosted (i.e. Facebook or private group rules).
2. Have read, agree to and will follow the rules of that group and not post (amongst other things) any offensive, defamatory or discriminatory materials.
3. Release us from any and all liability and/or Claims arising out of or in connection with materials posted in that group by other members which may be offensive, discriminatory, defamatory, or cause you Losses and/or damage.
4. Indemnify us and hold us harmless for any liability and/or Claims arising out of or in connection with materials posted by you in that group.
8. You acknowledge that any breach of the third party terms and conditions referred to in clauses 59, 60, 61(a) of these terms may result in your removal from the relevant platform, by the relevant platform, and that we shall not be responsible for any such removal nor required to reinstate or facilitate your return. In the event that you are removed from a platform for breaching their terms of use, you remain responsible for payment of all the monies payable in accordance with your selected Payment Option and any part or full payment to us in respect of your Payment Option remains non-refundable. 
9. You acknowledge and agree that:

1. You are solely responsible for creating and implementing your own decisions, choices, actions and results in respect of any services you provide or personally, and that the Program does not guarantee increased sales, business performance, customer conversion, improved wellbeing, management or any other outcome.
2. Performance, progress, results and success of your business is your responsibility. 
3. We are not and will not be liable or responsible for any action or inaction, or for any direct or indirect result of any action taken or decision made by you as a result of the Program. 
4. We may offer opinion regarding business or personal mindset, wellbeing, strategy and management but it is your responsibility to make final decisions and choose the best option for yourself or the entity you represent. 
5. It is your responsibility to ensure that you have the facilities necessary (such as internet, computer etc.), and take the necessary steps, to receive and participate in the Program.

Confidentiality

1. We agree to take all reasonable steps to maintain all Confidential Information, information and documentation received from you (whether oral, hardcopy or softcopy), confidential unless disclosure is authorised in writing by you, otherwise required by law, or in accordance with these terms.
2. You acknowledge that the information and documentation provided during the course of the Program is not covered by any healthcare provider/patient privilege, legal privilege or other privilege, and may be provided to our employees, agents, Representatives and associates who have a need to view the information in the proper and usual course of our business.
3. Confidential Information does not include information which: 

1. was in our possession prior to your purchase of the Program; 
2. is or becomes generally known to the public;
3. is provided to us by a third party; 
4. we are required to disclose by law or Court order; 
5. is disclosed to us and we reasonably believe there to be an imminent or likely risk of danger or harm to you or others; and 
6. involves illegal activity. 

1. You agree to maintain all Confidential Information, including documents, resources provided or disclosed by us, relating to the services, our business or personal affairs of our employees, agents, Representatives or associates, confidential and must not share, sell, reproduce or use for any purpose other than as authorised, without our prior authorisation.
2. In the event that we or you become aware of any potential breach of confidentiality, we must notify each other as soon as reasonably practical and take steps to remedy any breaches. 
3. You agree that you are responsible for, and liable to us in respect of, the actions or omissions of any and all of your Representatives in relation to the Confidential Information as if they were your actions or omissions.
4. Nothing in these terms prevents us from disclosing non-confidential information of the nature specified in these terms to third parties.

Non-Disparagement

1. You must not:

1. communicate in any way (directly or indirectly, in any capacity or manner) any statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, us, our Representatives or any other party included in the Program; or
2. cause, encourage or permit any other person to do so.

Intellectual Property & Copyright

1. All Intellectual Property Rights shall vest in us. 
2. All Program materials include Intellectual Property Rights and are owned by us. Your participation in the Program, and our sharing of any materials with you, does not grant or transfer any rights, title or interest to you in the Program materials or Intellectual Property Rights, unless otherwise specified in these terms.
3. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever the Program materials and/or any Intellectual Property Rights, in whole or in part without our prior written consent. We reserve the right to immediately remove your access to the Program and related member groups, without refund, if you violate these terms.
4. As parts of the Program are made available to you electronically and for replay, we grant you a limited, personal, non-exclusive, non-transferable license to use the Program materials for your own personal use. You acknowledge and agree that you have no right to change, edit, duplicate, reproduce, create derivative works of, reverse engineer, alter, sell, enhance or in any way exploit any of the materials in respect of which Intellectual Property Rights arise and vest in us or any third party involved in the Program, in any manner.
5. You will not remove any copyright notice from any digital product provided as part of the Program and doing so will be deemed an infringement of our intellectual property rights.
6. No Program materials and/or Intellectual Property Rights may be reproduced or used for any purpose other than your private use, as intended by the Program. 

Non-Solicitation

1. For the purposes of this clause, Term means:
1. 2 years; or (if that term is held to be invalid)
2. 1 year; or (if that term is held to be invalid)
3. 6 months.
2. For the length of the Term, you must not without our prior consent (which may be withheld in its absolute discretion), after the conclusion of the Program, directly or indirectly:
1. interfere with or disrupt, or attempt to interfere with or disrupt, any relationship between us and our clients, suppliers, distributors or joint venture partners, or identified prospective suppliers, distributors or joint venture partners; or
2. induce, encourage or solicit any of our clients, officers, employees, contractors or agents to cease their employment, engagement or agency with it.
3. You acknowledge and agree that:
1. the restraints in clause 79 constitute several separate covenants and restraints consisting of each of clauses 79(a) and 79(b) combined with each separate Term, during and following the conclusion of the Program;
2. each of those separate covenants and restraints is a fair and reasonable restraint of trade that goes no further than is reasonably necessary to protect our goodwill and business;
3. you have received substantial and valuable consideration for each of those separate covenants and restraints, including your access to the Program Inclusions; and
4. breach by you of any of those separate covenants and restraints would be unfair and calculated to damage our goodwill and business and would lead to substantial loss to us.
4. The parties intend the covenants and restraints under clause 79 to operate to the maximum extent.  If any of those separate covenants and restraints would, in the absence of this clause 81, be void as unreasonable for the protection of our interests but would not be so void if any part of the wording in clauses 78 to 80 was deleted or amended, the separate covenants and restraints will apply with the modifications necessary to make them effective.

Waiver

1. No failure, delay or indulgence by a party in exercising any power or right conferred upon it under these terms will operate as a waiver of that power or right. 
2. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under these terms.

Amendment

1. You agree to be bound by these terms as at present and varied by us from time to time.

Severability

1. If any part of these terms is deemed invalid or unenforceable:
1. that provision may be severed to the extent of the invalidity or unenforceability; and
2. the remaining provisions of these terms remain unaffected, valid and enforceable.

Assignment

1. You must not assign or otherwise transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of your rights under these terms without our prior written consent.

Governing Law

1. Any disputes or Claims arising out of or in connection with the Program or these terms (including non-contractual disputes or Claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia.
2. You irrevocably agree that the courts of Victoria, Australia have exclusive jurisdiction to deal with and settle any dispute or Claim that arises out of, or in connection with, the Program and/or these terms, or its subject matter or formation (including non-contractual disputes or Claims).

Entire Agreement

1. These terms contain the entire understanding between you and us in relation to Program and supersede any previous arrangement, understanding or agreement relating to its subject matter. 
2. No express or implied conditions, warranties, promises, representations or obligations, written or oral, apply in relation to the Program or these terms, other than those expressly stated in it or implied at statute.
3. Your purchase of the Program or payment of your first instalment (as applicable to you) constitutes acceptance of these terms and you acknowledge they will become legally binding on you and us.

Definitions

1. The following definitions apply in these terms unless the context requires otherwise:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Melbourne, Victoria are open for business.

Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).

Confidential Information means all information relating to a party, any customer, clients, suppliers, distributors or joint venture partners, of the party and/or any of the business or financial affairs of any of them, including:

1. any information that is specifically designated by any of them as confidential;
2. any information which, by its nature, may reasonably be regarded as confidential;
3. any information relating to any:
1. agreements, arrangements or terms of trade with any existing or prospective customers, clients, suppliers, distributors or joint venture partners or other contractual counterparties;
2. customers, clients, suppliers, distributors, joint venture partners, employees, technologies, products, services, proposals, market opportunities, business or product development plans, pricing, financial position or performance, capabilities, capacities, operations or processes; or
3. Intellectual Property Rights, 

of any of them; and

1. any note, calculation, conclusion, summary or other material derived or produced partly or wholly from any such information.

Default Rate means a rate of interest of 10.00% per annum within Australia, 15% for NZ clients not registered for GST, 0% for NZ clients registered for GST already and 0% for other countries.

GST has the same meaning given to that expression in the GST Law.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth), as in force from time to time.

GST Law has the same meaning given to that expression in the GST Act.

Intellectual Property Rights means all Program materials (whether forming part of Program Inclusions or Program Bonuses), patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights arising howsoever, including as a result of our engagement with you, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all:

1. liabilities on account of Tax;
2. interest and other amounts payable to third parties;
3. legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and
4. all amounts paid in settlement of any Claim.

Moral Rights has the same meaning as that term has in Part IX of the Copyright Act.

PIF Program Fee means the Program Fee less 10% discount, payable in full immediately at the time of purchase, as stated here (insert hyperlink) :

Program Fee means the price of the Program stated here [insert hyperlink], divided into four equal instalments, payable every month over four months.

Representatives means, in respect of a person, the employees, officers, consultants, agents and professional advisers of that person.

Tax Acts means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).

Tax or Taxation means:

1. any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called, levied, imposed or assessed under the Tax Acts or any other statute, ordinance or law by any Governmental Agency (including profits tax, property tax, interest tax, income tax, tax related to capital gains, tax related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, superannuation guarantee charge, group or Pay as You Go withholding tax and land tax);
2. unless the context otherwise requires, Stamp Duty and GST; and
3. any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above.

Works means all programs and programming and literary, dramatic, musical and artistic works within the meaning of the Copyright Act.

Interpretation

1. The following rules of interpretation apply in this agreement unless the context requires otherwise:
1. headings in this agreement are for convenience only and do not affect its interpretation or construction;
2. no rule of construction applies to the disadvantage of a party because this agreement is prepared by (or on behalf of) that party;
3. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
4. a reference to a document (including this agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
5. references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this agreement;
6. in each schedule to this agreement, a reference to a paragraph is a reference to a paragraph in that schedule;
7. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
8. an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person’s personal representatives, successors, permitted assigns, substitutes, executors and administrators;
9. a reference to writing includes any communication sent by post, facsimile or email;
10. a reference to time refers to time in Melbourne, Victoria and time is of the essence;
11. all monetary amounts are in Australian currency;
12. a reference to a “liability” includes a present, prospective, future or contingent liability;
13. the word “month” means calendar month and the word “year” means 12 calendar months;
14. the meaning of general words is not limited by specific examples introduced by “include”, “includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
15. a reference to a “party” is a reference to a party to this agreement and a reference to a “third party” is a reference to a person that is not a party to this agreement;
16. a reference to any thing is a reference to the whole and each part of it;
17. a reference to a group of persons is a reference to all of them collectively and to each of them individually;
18. words in the singular include the plural and vice versa; and
19. a reference to one gender includes a reference to the other genders.