Overview
1.1 We will provide you with the Services as set out in the Proposal.
1.2 The Agreement between Us (the Coach) and You (the Client) is set out in these General Terms and Conditions (T&Cs) and each Proposal.
1.3 In the event of any inconsistency between these T&Cs and the Proposal, the Proposal will prevail to the extent of the inconsistency.
1.4 The Agreement will start on the Commencement Date and continue for the Term.
1.5 A non-refundable Booking Fee is due when You sign the T&Cs. Work will not commence until the Booking Fee has been paid.
1.6 You acknowledge and agree, subject to the nature of the Services being provided, additional special conditions may apply and such special conditions will be set out in the applicable Proposal.
1.7 You acknowledge and agree that You have understood the T&Cs and Proposal prior to signing the Agreement, and have sought professional and/or legal advice if You
require clarification on any aspect of the Agreement.
2. Services and Fees
2.1 The Services and the Key Dates for delivering the Services are as set out in the Proposal.
2.2 The Services are strictly for educational purposes only and You accept and agree that You are solely responsible for any progress and results You wish to achieve from
the Services.
2.3 We reserve the right to postpone, cancel or reschedule the Services. Where We have cancelled or postponed the Services, We will organise another mutually convenient
time. If the Services have been cancelled by Us and not rescheduled, We will refund the Fees paid for the cancelled portion of the Services.

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2.5 Where You cancel the Services, You agree to pay the Fees for that Service in full, due to Us forgoing the opportunity to book another client in this timeframe. Any Fees paid to Us are non-refundable.
2.6 Where You require the Services to be rescheduled, and We are able to reschedule, We will amend the date agreed with You to the new date and You will receive credit for
all Fees paid up to the rescheduled date.
2.7 In the unlikely event that We are unable to provide the Services for any reason, including but not limited to illness, injury, emergency, or other Force Majeure event, and We are unable to reschedule, You may terminate this Agreement and receive a refund of Fees paid for the portion of the Services not yet provided.
2.8 You will pay us the Fees:
a. Prior to the first coaching session.
b. If You do not pay Us any portion of the Fees by the relevant Payment Dates:
c. we may charge You interest at the Interest Rate set out in the Proposal and You will pay Us that interest within 7 days of Us sending You a Tax Invoice; and
d. where We recover any unpaid Fees through an external agency, You will pay Us all legal costs and collection agency costs involved in the recovery on a full indemnity basis.

3. Obligations
3.1 We will:
a. provide the Services
b. You have given Us all the relevant Client Content within a reasonable time for Us to meet the Key Dates;
c. provide the Services to a reasonable standard and of a reasonable quality;
d. make any reasonable changes, which You request in writing by the Feedback Dates, to the Services to ensure that they comply with the requirements of the Proposal; and
e. comply with all Applicable Laws.
3.2 You will:
a. promptly provide Us with all the necessary Client Content and any other information reasonably requested by Us to perform the Services and/or meet
Our Obligations;
b. not be under the influence of drugs or alcohol;
c. communicate honestly, be open to feedback and suggestions, and fully
engage with and devote Yourself to the coaching process;
d. ensure prompt attendance at the time schedule for the Services;
e. be solely responsible for implementing the techniques discovered through the coaching process;
f. not obstruct or interfere with Us when the Services are being provided;
g. comply with any reasonable request by Us relating to the Services, the Proposal or the Client Content; and

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h. comply with all Applicable Laws.
3.3 You agree that We will not be liable for any failure to perform the Services, meet the Key Dates or perform Our Obligations to the extent it is caused by a failure by You to
comply with your obligations under the Agreement.
4. Intellectual Property Rights
4.1 We and Our licensors retain ownership of all Intellectual Property RIghts (including Moral Rights) in the Services, programs, courses or materials, which may not be used by
You without Our express written permission;
4.2 Any Service, program, course or materials provided to you by Us under this Agreement are copyrighted and original materials that have been provided to You are for Your individual use only under a single-user license. You are not authorised to use any
of Our Intellectual Property for Your business purposes. All of Our Intellectual Property, including Our copyrighted Services, programs, courses and materials shall remain the role property of Us. No licence to sell or distribute Our Intellectual Property is granted or
implied.
4.3 By purchasing the Services, You acknowledge and agree not to infringe any of Our copyright, patent, trademark, trade secret or other Intellectual Property Rights.
4.4 You acknowledge and agree that We may refer to You on Our website and social media channels for the sole purpose of recognition or professional advancement,
however none of Your sensitive or personal information will be disclosed or used for such purposes.
4.5 You and We acknowledge that all Third Party Materials are the exclusive property of their respective owners. We will inform You of all Third Party Materials that may be required to perform the Services or otherwise be integrated into the Final Content. If that happens:
a. We will inform You of any need to obtain a licence and any costs associated with obtaining a licence; and
b. You agree to pay the costs for the use of Third Party Materials within 7 days of Us giving You notice.

5. Termination
5.1 We may terminate the Agreement with immediate effect, by giving You written notice
if:
a. You do not pay the Fees when due by the Payment Dates;
b. You do not provide (within a reasonable time of Our request) the Client Content or any information or material necessary for Us to perform the Services;
c. We consider that mutual trust and/or confidence no longer exists;
d. You otherwise breach any undertaking, warranty or obligation under the Agreement; or

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e. We determine that We are no longer able to perform the Services for any reason.

5.2 If We terminate the Agreement in accordance with clause 5.1(e):
1. We will complete all work for which You have paid the associated Fees; or
2. We will, at Our sole discretion, refund Fees paid for work not yet performed or not able to be performed as a result of termination of the Agreement.
5.3 Subject to clause 5.1, either party may terminate the Agreement by mutual agreement, or if the other party:
a. commits a material breach of the Agreement that is capable of remedy and does not remedy that breach within 7 days of receiving written notice;
b. commits a material breach of the Agreement which is not capable of remedy;
or
c. becomes insolvent or bankrupt.
5.4 Without limiting Our rights, if the Agreement is terminated:
a. You must immediately pay Us all Fees payable for the work completed at the date of termination;
b. provided You have paid Us all Fees due, We will submit to You all work done up to the date of termination which comprise the Services;
c. any Fees paid for Services not yet undertaken may be refunded at Our sole discretion;
d. each party must return or destroy (at the other party’s request) all Confidential
Information of the other party; and
e. Our obligations to carry out the Services cease.

6. Warranties and Indemnities
6.1 You and We agree that:
a. the nature of certain Services means that We are unable to guarantee particular results, and any examples of Services provided to other clients is provided to You as a representation of potential results only;
b. the results achieved by the Services will vary depending on economic
conditions, Your sales processes, the quality of services You provide, and a
range of other factors beyond Our control;
c. the Services are provided on an “as is” basis without representation, warranty
or condition of any kind (either express or implied), or fitness for a particular
purpose, or that any result or objective can or will be achieved;
d. all express or implied warranties, representations, statements, terms and
conditions relating to the Agreement or its subject matter which are not
contained in the Agreement, are excluded from the Agreement to the
maximum extent permitted by law;
e. nothing in the Agreement excludes, restricts or modifies any condition,
warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified; and

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f. if any condition or warranty is implied into the Agreement and cannot be excluded and We are able to limit Your remedy for breach of such a condition or warranty, then Our liability is limited:
i. in the case of goods, to the replacing of the goods or of acquiring
equivalent goods or payment of the cost of having the goods repaired;
ii. in the case of services, supplying the services again or the payment of
the cost of having the services supplied again.

6.2 You must indemnify and hold harmless Us and Our Employees from all claims and
losses arising from loss, damage, liability, injury to Us, Our Employees and third parties,
infringement of third party Intellectual Property Rights (including Moral Rights), or third
party losses by reason of or arising out of:
a. any information (including Client Content) You supply to Us; or
b. the Services We provide to You.
6.3 You and We agree that:
a. neither party will be responsible, liable or held in breach of the Agreement for
any failure to perform its obligations under the Agreement or otherwise, to the
extent that the failure is directly caused by the other party failing to comply
with its obligations under the Agreement or negligence or misconduct of the
other party or its employees, agents, personnel or contractors;
b. each party must take reasonable steps to mitigate any loss or damage, cost
or expense it may suffer or incur arising out of anything done by the other
party under or in connection with the Agreement;
c. in no event will either party be liable to the other party for any incidental,
indirect, consequential, punitive or special damages (including damages to
business reputation, lost business or lost profits), whether foreseeable or not
and however caused, even if such party is advised of the possibility that such
damages might arise. The foregoing restrictions will not apply to a party’s
confidentiality and indemnification obligations under the Agreement;
d. Our liability to You (including under indemnity):
i. is capped to the return of all Fees paid; and
ii. will be reduced to the extent that the acts or omission by You or
Your Employees contribute to or cause the liability.

e. We will not be liable for any Services that have been accepted by You in
accordance with the Agreement.

7. Confidentiality and Privacy
7.1 Each party agrees that, unless it has the prior written consent of the other party, it
will:
a. keep confidential at all times, the Confidential Information of the other party;
and
b. ensure that any personnel, advisors, agents, employees or contractors to
whom Confidential Information is disclosed, is aware of and complies with this

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clause; however, these obligations of confidentiality do not apply to any
disclosure that:
i. is for the purpose of performing the Agreement or exercising a party’s
right under the Agreement;
ii. is required by Applicable Law; or
iii. relates to Confidential Information which is publicly available through no
fault of the receiving party or its personnel, or was rightfully received from
a third party without restriction and without breach of any obligation of
confidence.

7.2 Any Confidential Information supplied to Us by You that incorporates personal
information will be dealt with in accordance with Our Privacy Policy, which is available on
Our website.
8. Miscellaneous
8.1 Relationship of Parties
You and We agree that:
a. We are independent contractors and that the relationship between You and
Us does not constitute a partnership, joint venture, agency or the relationship
of employer and employee;
b. We will be the exclusive provider of the Services during the Term however,
we may offer similar services to others, solicit other clients and advertise our
services; and
c. We may use subcontractors to perform some or all of the Services, and these
subcontractors may be located outside of Australia.

8.2 Restraint Period
During the Restraint Period, You agree not to solicit, recruit, engage or otherwise employ
or retain any of Our Employees on a full-time, part-time, consulting or any other kind of
basis. In the event of a breach of this clause, You agree that We are entitled to an agency
commission on the basis of the following:
a. An amount being 25% of the said person’s starting salary with You; and
b. You will pay the agency commission amount to Us within 7 days of Our
employee being retained, engaged or employed by You.

8.3 Disputes
If there is any dispute or if You are not happy about the Services:
a. Please contact Us so that we can discuss and both parties will use their best
efforts to resolve any dispute under, or in connection with the Agreement,
through good faith negotiations with the other party.
b. In the event of a dispute arising out of this Agreement that cannot be resolved
by mutual agreement, the Parties agree to engage in mediation in the state of
Victoria and shall refer the dispute to an independent mediator as agreed and

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will use their best endeavours to resolve the dispute in mediation. All costs
associated with the dispute (including legal, mediation or arbitration fees), will
be at Your expense.

8.4 Notices
A party giving notice under this Agreement must do so in writing to the address specified in
the Proposal, or such other address as specified in the Proposal. Subject to the method of
delivery, the notice will be considered to be delivered:
a. By hand: date of delivery;
b. By registered or express post: 3 Business Days after date of posting if sent express
or registered post otherwise within 5 Business Days; and/or
c. By email: If the sender’s email does not receive a delivery failure notice on the date
the email is sent.
8.5 Entire Agreement
The Agreement constitutes Our entire agreement with You about the subject matter and
supersedes all previous agreements, understanding and negotiations on that subject matter.
8.6 Governing Law
The formation, construction, performance and enforcement of the Agreement will be in
accordance with the laws in force in the state of Victoria, Australia. You and We submit to
the exclusive jurisdiction of the courts of that jurisdiction.
8.7 Execution and Counterparts
The Agreement will become binding when any one or more counterparts of a Proposal,
individually or taken together are signed by the parties. The Agreement may be executed in
counterparts and by way of electronic signature, including by clicking “I consent” or “I agree”
or similar and if so, will be considered an original, properly executed.
8.8 Amendment or Variation
Any amendment or variation to the Agreement is not effective unless in writing agreed by
You and Us.
8.9 Validity
Whenever possible, each provision of the Agreement will be interpreted in such a manner as
to be effective and valid under Applicable Law, but if any provision of the Agreement is held
invalid or unenforceable, the remainder of the Agreement will nevertheless remain in full
force and effect and the invalid or unenforceable provision will be replaced by a valid or
enforceable provision.
8.10 Assignment

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You cannot assign the Agreement or otherwise deal with the benefit of it or a right under it
without Our prior written consent. We may assign or novate the Agreement or otherwise deal
with the benefit of it or right under it without Your consent.
8.11 Interpretation
In the Agreement, clause and other headings are for ease of reference and do not affect the
interpretation of the Agreement and:
a. words in the singular include the plural and vice versa;
b. a reference to a party to the Agreement includes the party’s permitted assigns; and
c. a reference to “including” and similar words do not imply any limit.

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DEFINITIONS
In the Agreement, the following terms have the stated meaning unless a contrary intention
appears:
Acceptance means the acceptance criteria set out in the Proposal.
Agreed Purpose means the purpose set out in the Proposal.
Agreement means these Terms and Conditions, the Proposal and each Subsequent

Proposal.

Applicable Law

means any applicable statute, regulation, by-law, ordinance, policy or
subordinate legislation in force from time to time in Australia, whether
made by a State, Territory, the Commonwealth or local government that
may apply to the Services or the party’s obligations under the
Agreement.

Booking Fee means the amount set out in the Proposal.
Business Day means a day other than a Saturday, Sunday or public holiday in the city

of Our address in the Proposal.

Business Hours means 9am to 5pm on any Business Day.
Client Content

means all materials, information, photography, writings and other
content provided by You to Us for use in the performance of the
Services and/or incorporation into the Final Content including that
specified in the Proposal.

Commencement
Date means the date on which Proposal is executed by You and Us.

Confidential
Information

means information of a confidential nature including information about a
party’s business, operations, strategy, administration, technology,
affairs, clients, customers, employees, contractors or suppliers and
includes the terms of the Agreement but does not include any
information in the public domain other than through a breach of
confidence.

Email Address

Means:
(a). Our email addresses as set out in the Proposal; (b). Your email
address as set out in the Proposal.
Feedback Dates means the dates set out in the Proposal.
Fees means the fees set out in the Proposal.

Final Content

means all content developed by or for Us and incorporated into and
delivered as part of the Services including any presentation, written
documentation, toolkits, guidelines, visual designs, visual elements,
graphic design, illustration, photography, animation, sounds, typography
treatments and text, modifications to Client Content and Our selection,
arrangement and coordination of such elements together with Client
Content or Third Party Materials.

Force Majeure means illness, injury, emergency, pandemic, epidemic, war, act of God,

sudden event or other circumstance beyond Our control.

GST means goods and services tax chargeable under A New Tax System

(Goods & Services Tax) Act 1999 Cth.

Interest Rate means the annual interest rate set out in the Proposal.

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Intellectual
Property
Rights

means all current and future registered and unregistered rights in respect of
patents, copyright, designs, circuit layouts, trade marks, trade secrets,
know-how, Confidential information, inventions (including patents), domain
names, discoveries, data, databases, business strategies, digital products,
templates, and all other rights resulting from intellectual activity whether
created before or after the Commencement Date and whether in Australia
or otherwise, which is connected with the product or services of the Coach
or is invented, created, produced and/or conceived by the Coach
(independently or jointly with a third party) in the course of their
engagement under this Agreement.
Key Dates means the dates set out in the Proposal.
Moral Rights

means the moral rights granted under the Copyright Act 1968 (Cth)
including the right of attribution of authorship, the right not to have
authorship falsely attributed and the right of integrity of authorship and any
similar rights existing under foreign laws.

Our Assigned
IP

means the Intellectual Property Rights in respect of the items listed in the
Proposal.

Our
Employees means Our employees, contractors, suppliers, advisors and personnel.
Our
Obligations means Our obligations under the Agreement.
Our Retained
IP

means the Intellectual Property Rights that we retain ownership in and as
set out in the Proposal.

Payment
Dates means the dates set out in the Proposal.
Planning
Hours means the hours outlined in the Proposal.
Proposal means Proposal 1 and any Subsequent Proposal
Proposal 1 means the first “Proposal entitled document signed by You and Us in

relation to the Services.

Restart Fee means the additional fees set out in the Proposal.
Restraint
Period means the period of time set out in the Proposal.
Services means the services set out in the Proposal.
Subsequent
Proposal

means each and any “Proposal” entitled document signed by You and Us
after Proposal in relation to the Services.
T&Cs means these General Terms and Conditions.
Tax Invoice has the meaning as set out in A New Tax System (Goods & Services Tax)

Act 1999 Cth.

Term means the term of the Agreement starting on the Commencement Date and

ending when the Agreement ends or is terminated.

Third Party
Materials

means all materials, including any documents, designs, photography and
information of a third party.

You means the party set out in the Proposal [the Client].
Your
Employees means the employees, personnel and advisors of You.

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Your
Obligations means Your obligations under the Agreement.
We/Us/Our means the party set out in the Proposal [the Coach].

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PROPOSAL

We/Us/Our Name: Nail Boss Academy
ABN: 68 643 019 381
Address: 64 Hemphill Ave, Mount Pritchard NSW 2170
Email: [email protected]