Mind School PTY LTD

CLIENT SERVICE AGREEMENT

SECTION 1: KEY PROVISIONS

SECTION 2: EXECUTION PART

By executing this document, the Client agrees to be bound by the terms and conditions contained in Section 3.

Executed by Mind School Pty Ltd

(ABN 67 655 981 909)

SECTION 3: TERMS & CONDITIONS

• Definitions

1. 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
2. Commencement Date is 1st day of the training program, as specified on the online enrolment form.

• Term

1. The agreement commences on the Commencement Date whereby services will be provided to you for 6 training days as specified on the enrolment page. This agreement comes to an end at the expiry of the 6th training day.

• Services

1. Subject to the terms of this agreement, Mind School Pty Ltd must supply the Services to the Client in consideration of the Client paying the Fee to Mind School Pty Ltd.
2. As per the Services in section 1, The Mind School Method is a 6 Day, in person, group training (no 1:1 access) for coaches to learn, practise and interact in skill and technique training. The Client agrees to be present and on time for the full 6 days and fully engage in the program.
3. The Client will submit this contract before the 1st day of Training & Immersion.
4. The Mind School Pty Ltd may also grant access to a library of online lessons and programs. The Client understands that this is a bonus and these resources will be provided after completion of the 6 day training.
5. The Client will retain access to the Training Manual, Workbook & Online Modules for lifetime.
6. Mind School Pty Ltd will commence the provision of the Services on the Commencement Date, and continue to supply it until this agreement is terminated pursuant to these terms. The Client acknowledges that Mind School Ltd may deliver the Services within a reasonable time after the Commencements Date, as Mind School Pty Ltd may require time to undertake consultation with the Client and time to prepare the Product.
7. The Services will be supplied by Mind School Pty Ltd until this agreement is terminated pursuant to these terms.
8. The Services may be supplied by such employees, contractors or agents that Mind School Pty Ltd may choose as most appropriate to carry out the supply.
   i. Mind School Pty Ltd will attempt to obtain the goals of the Client. The Client acknowledges that Mind School Pty Ltd makes no

representation that the goals can be achieved.

1. The Client must:
2. Complete all necessary activities & activities to the best of their ability in the endeavour to reach the goals set between Mind School Ltd & The Client.

Iv. Attend all 6 days of the in-person training & immersion and fully participate in activities provided.

• Acceptable Behaviour

1.  In the interests of all training participants, The Mind School Pty Ltd reserve the right to enforce the removal of any Student from the training whose behaviour or demeanour is, in their view, considered unacceptable.
2.  It is the Clients sole responsibility to attend the training, study the material, apply the information and give 100%.
3.  In the case of questions, queries or complaints the Client is expected to direct these to Mind School Pty Ltd in writing to [email protected]
4.  Mind School Pty Ltd does not take the responsibility for a Client’s lack of application, attendance of (or to) any of Mind School Pty Ltd Trainings.
5. Registration and Payment Does not Guarantee the Student Certification. Certification can only be given once the student reaches the level deemed competent and worthy of Certification.
6. Mind School Pty Ltd  Reserves the right to ban or eject any Client from current or future Trainings/Events/Internet Forums – For misconduct, slander, abuse, harassment, bullying, spam, false advertising, disrespecting people privacy, breaching confidentiality, improper use of techniques that could cause harm or danger, being a danger to any students or staff.
7.  The Client will be liable for replacement costs of any lost or damaged course material Eg: Course manuals.
8. The Client acknowledges the power of the techniques used by Mind School Pty Ltd Training  requires care, integrity and respect for the highest intention of all of those participating in the Mind School Pty Ltd training.
9.  If the Student is required to leave the Training, the Client acknowledges that they are not entitled to a refund in respect of the fees, or any part of them.
10. The Student agrees to release and indemnify Mind School Pty Ltd  from any claims, costs, loss or damage incurred by the Participant as a result of participating in the Training

.

• Fees, Expenses & Debit Facility

1. In consideration of the provision of Services in accordance with this agreement, the Client will pay Mind School Pty Ltd the Fee in one (1) lump sum payment at the commencement of this agreement or on a 6 month or 12 month payment plan.
2. The fee payable by the Client for the provision of the Services is inclusive of GST.
3. 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.
4. The Client has access to pause payments for a maximum of two (2) months, one time, while this agreement is active (for emergencies only).
5. Once signed 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.
6. In the event that the Client can not be present at all 6 Training & Immersion days, refunds will not be given.
7. A seven (7) days ‘Cooling Off” period is allocated for the Client from the date of receiving these terms and conditions. The Client has the right to cancel any contract for the provision of a place on a Training at any time within seven (7) days, beginning on the day you have received the registration email. In this case, the Client will receive a full refund of the price paid over and above the cost of the non-refundable pre-study valued at $350.
8. If, after the Cooling Off period has expired, but before commencement of services, you change your mind, you may cancel this agreement. Any amounts you have paid prior to the date of cancellation, will be non-refundable. 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

• Confidentiality

1. With respect to the Services, the Client must:
2. keep confidential all information and technical data disclosed by Mind School Pty Ltd to the Client.
3. Mind School Pty Ltd 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.
4. Despite the above, either Party may disclose Confidential Information if and to the extent that:
5. such disclosure is required by law, or
6. the information is generally available in the public domain except where that is a result of a disclosure in breach of this agreement.

• Visual / Audio Recordings

1. The organisers may take visual and/or audio recordings of Clients during the Training and reserve the right to use these for promotional, management or educative purposes (in Australia or overseas). Clients’ individual consent for this will be assumed to have been granted unless otherwise indicated by Clients, in writing or by email, prior to the start of the Training.

• Intellectual Property Ownership

1. 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 Mind School Pty Ltd is owned by Mind School Pty Ltd.
2. While this agreement is in force, Mind School Pty Ltd provides a non-exclusive, non-transferrable, royalty free licence to the Client to access, use, customise, communicate and reproduce Mind School Pty Ltd’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, and the Client no longer has any permission to access, use, customise, communicate or reproduce any of Mind School Pty Ltd’s Intellectual property.
3. Under no circumstances can the Mind School Method Training Manual, Workbook or any other material, worksheets, content and other templates provided be copied, shared or repurposed for sale.

• Warranties, liability, indemnities & Limitation of Liability

1. Mind School Pty Ltd provides the Services to the Client at the request of the Client.
2. The service is provided without warranty of any kind, express or implied.
3. Mind School Pty Ltd does not warrant that:
4. the Services will be error free, or
5. the Services will be provided without interruption.

Iii. Mind School Pty Ltd and its representatives shall at all times use their best endeavours to assist with the agreed goals. However the Client, at all times remains responsible for their own care, safety and behaviour. Mind School Pty Lty and its representatives will not be liable for any injury, loss, or damage, which the Client may suffer in connection with, or as a result, of coaching, workshops or training

Iv, Mind School Pty Ltd will take no responsibility for the actions of the Client as a result of the Coaching or Training, whether they be physical, emotional, or other.

1. If Mind School Pty Ltd supplies the Services (or any part of it) negligently or in breach of this agreement, then the Client must give Mind School Pty Ltd the opportunity to re-supply the relevant part of the Services to rectify the same.
2. Mind School Pty Ltd 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.
3. 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 Mind School Pty Ltd undertakes the work, except to the extent permitted by those Acts where applicable.
4. 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 Mind School Pty Ltd to the Client are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Mind School Pty Ltd’s liability under the consumer guarantees (as defined by the ACL) is limited, at Mind school Pty Ltd’s option, to one or more of the following;
5. re-supplying the Services supplied to the Client again;
6. 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), Mind school Pty Ltd 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; i. the Client’s access to, use of or inability to use any of the product or Services.
7. the provision of the any product or Services under this agreement;

iii. the delay in delivery, delay or non-delivery of any product or Services supplied to the Client; or

1. the delay in completing or a breach of this document by Mind School Pty Ltd
2. The Client indemnifies Mind School Pty Ltd and each of Mind School Pty Ltd’s employees, contractors and agents against any Loss, Claim, damage or expense (including legal fees on a full indemnity basis) incurred by Mind Shool Pty Ltd or any of Mind School Pty Ltd’s employees, contractors and agents arising directly or indirectly out:
3. infringement of third party Intellectual Property, or third party Losses by reason of or arising out of any information supplied to the Client by Mind School Pty Ltd, its employees, agents or consultants, or supplied to Mind School Pty Ltd by the Client within or outside of the scope of this agreement; or
4. of any breach by the Client of this agreement; or

the Client failing to follow the reasonable advice of Mind School Pty Ltd.

• Marketing Material

1. The Client authorises Mind school Pty Ltd to use the Client’s name and logo in Mind School Pty Ltd’s marketing material, including on the Mind School Ltd’s website and in online promotional documents.
2. The Client may withdraw permission for Mind School Pty Ltd to use its name and logo in marketing material at any time by providing written notice to Mind School Pty Ltd.

• 
  Disputes

1. 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.
2. 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

1. Mind School Pty Ltd reserves the right to immediately terminate the agreement in the event that:
2. the Client fails to pay the Fee within the agreed terms;
3. the Client becomes an externally administered body corporate or insolvent, bankrupt, or subject to laws relating to guardianship or diminished mental capacity;

iii. if Mind School Pty Ltd believes that any product and Services is being used by the Client to commit illegal or unauthorised activity; or

1. if the Client fails to follow the reasonable advice of Mind School Pty Ltd.
2. If any behaviour such as or similar to; misconduct, gaslighting, ongoing negativity, defamation is displayed, Mind School Pty Ltd reserves the right to remove the Clients access.
3. Mind School Pty Ltd reserves the right to close the program / revert access at any time.
4. Without limiting any other term, Mind School Pty Ltd has no liability to the Client for termination of the agreement in accordance with this clause.
   
   ● Miscellaneous
5. This agreement may only be amended in writing signed by duly authorised representatives of the parties.
6. 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.

1. Nothing in this document makes ineffective, or reduces, any protection at law from liability which Mind School Pty Ltd is entitled to in the state or territory of the applicable law.
2. 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.
3. The Client does not have, and must not represent that it has any authority to make any commitments on Mind School Pty Ltd’s behalf.
4. This agreement is governed by and construed under the law of the State of Western Australia. Any legal action relating to this agreement must be brought in any court of competent jurisdiction in the State of Western Australia, and the parties irrevocably, generally and unconditionally submit to the exclusive jurisdiction of the courts of that State.
5. Any failure by the parties to exercise any right under this agreement in whole or in part does not operate as a waiver.
6. 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.
7. The Client must not transfer any right or liability under this agreement without the prior written consent of Mind School Pty Ltd.
8. Mind School Pty Ltd may assign its rights or liabilities under this agreement at its absolute discretion.
9. This agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same agreement.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Interpretations
16.  In this document, unless the context requires otherwise (and whether capitalised or not):
17.  ACL means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
18.  Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);

iii. Client means the person or entity described in item 1 of Section 1;

1.  Commencement Date means the date specified in item 2 of Section 1; v. Deposit means the deposit specified in item 7 of Section 1;
2.  Fee means the amount that the Client is required to pay to [The Mind School Pty Ltd] for the supply of the Services as specified in item 5 of

Section 1;

vii. Goals means the targets specified in Item 1 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;
• Special Conditions means the terms, if any, specified in item 8 of Section 1; ● Mind School Pty Ltd means (ABN 67 655 981 909)
• In this document, unless the context requires otherwise:

1. 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;
2. the singular includes the plural and vice versa;
3. words denoting any gender include all genders;
4. 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;
5. any reference to a party to this document includes its successors and permitted assigns;
6. any reference to any agreement or document includes that agreement or document as amended at any time;
7. the word "including" (and related forms including "includes") is understood as meaning "including without limitation";
8. the expression at any time includes reference to past, present and future time and performing any action from time to time;
9. 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;
10. 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;
11. 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;
12. 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;
13. a provision of this document must not be construed to Mind School Pty Ltd’s disadvantage merely because it was responsible for the preparation of this document or the inclusion of any term in this document;
14. to avoid doubt, and without limitation, the term “in writing” or such similar term includes by email;
15. unless expressly stated otherwise, a reference to dollars or $ is to an amount in Australian currency;
16. 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.