Terms and Conditions — Let's Evolve

These Terms and Conditions (Terms) govern your use of the website –

https://www.letsevolveco.com.au/ – (Site) and the services offered by Sally Grace Warren (ABN: 61 682 560 823) trading as Let’s Evolve (We, Us, Our), and form a binding contractual agreement between Us and you.

These Terms are important and should be read carefully. Any questions about these Terms must be directed to Us in writing at sally@letsevolveco.com.au before engaging Our services.

Subject to any subsequent agreements you may be required to enter with Us, these Terms constitute the entire agreement between you and Us and supersedes all prior agreements, conduct, representations and understandings. You confirm you have not entered into this agreement on the basis of any representation that is not expressly incorporated into these Terms.

1 DEFINTIONS

1.1 Application means the Let’s Evolve application.

1.2 Check-in means the weekly check-in you are required to complete.

1.3 Check-in Deadline means the deadline by which you are required to submit your Check-in, which is midnight on your designated Check-in day.

1.4 Fees means the Fees we charge you for the provision of Our Services to you. 1.5 Services means the provision of any or all of the following:

(a) training program creation and delivery;

(b) nutrition plan creation and delivery;

(d) face to face events for clients, such as photoshoots, meet-ups, workshops and or training sessions;

(e) delivery of educational resources; and

(f) any other Services we may offer from time to time.

1.6 Zoom Discovery Call means the first Zoom call we have with you as a potential new client. 2 ACCEPTANCE OF TERMS

2.1 We will provide you with a copy of these Terms before or after you engage Our Services.

2.2 By paying any amount to Us in respect to the Services, signing these Terms or otherwise instructing Us to proceed with the Services in writing, you acknowledge that you have read and understood the Terms and agree to be bound by them, and all Our other policies.

3 VARIATIONS TO TERMS

3.1 We reserve the right, in Our sole discretion, to vary, change or amend any part of these Terms.

3.2 In that event, We will provide notice of the variation by publishing the updated Terms on Our Site.

3.3 The updated Terms will be taken to have effect on the date of publication.

3.4 Your continued use of Our Services, and the Site constitutes your acceptance of the updated Terms and is taken as your agreement to be bound by these updated Terms.

3.5 Should you object or disagree to the Terms, your only remedy is to contact Us at sally@letsevolveco.com.au and immediately discontinue your use of the Services.

4 ZOOM DISCOVERY CALL

4.1 The Zoom Discovery Call is the first Zoom meeting between Us and you as a potential client. During the Zoom Discovery Call, We will identify whether you are a suitable client to participate in Our Services.

4.2 Should We determine that you are suitable to participate in Our Services, We will provide you with Our Fees in accordance with clause 5.1 of these Terms.

4.3 At the end of the Zoom call, and subject to Us and you agreeing to work together, We will send you a Stripe payment link. This link will also direct you to Our Terms which you are required to sign and date.

5 FEES

5.1 We will provide you with Our Fees at the end of the Zoom Discovery Call, should We determine that you are a suitable fit to be a client of Ours.

5.2 Our Fees will depend on the Services that you have engaged Us for. Our Fees will not increase once you engage Our Services, unless you wish to increase the level of Services being provided.

5.3 All Fees for Our Services are in Australian Dollars (AUD).

5.4 All Fees are inclusive of GST (if applicable) unless indicated otherwise, and exclude delivery charges and customs duty and other taxes, if applicable.

5.5 We reserve the right to modify, cancel and limit any Services at any time. 6 PAYMENTS

6.1 We require payment of Our Fees to be made via Our automatic debit system via Stripe. We do not issue invoices. However, if you request an invoice to be provided, We will send it to you within 7 days of your request.

6.2 Payments may be made to Us on a weekly, or fortnightly basis.

6.3 We may at any time determined at Our sole discretion, offer you the option of paying for the Services in full.

6.4 All deposits and Fees paid are non-refundable after project commencement.

6.5 You agree to pay us a late payment fee of $7.50 per week where we have attempted to deduct payment from your nominated bank account, but have failed 4 times.

6.6 If you fail to pay Our Fees, you acknowledge that We reserve the right to suspend or terminate the delivery of Our Services. We will not be liable for any loss suffered by you as a result of such suspension or termination. We will, however, provide you the opportunity to rectify those missed payments.

6.7 We reserve the right to on-sell or otherwise authorise a debt-collection or other authorised agency to collect any amount not paid by you.

6.8 You must pay Us all Fees and other amounts without set-off or claim under any circumstances, including if a dispute exists in relation to the Services provided.

7 GENERAL DISCLAIMER

7.1 We offer a number of Services on Our Site from time to time.

7.2 You acknowledge and agree that each Service offering may have different terms, prices and Fees, as displayed on Our Site or as contained in any contract entered into with you and Us for those Services.

7.3 We provide the Services on an "as-is" and "as available" basis and whilst every effort is taken to ensure the content provided and the Site is accurate, We make no

representations and give no guarantees or warranties about the currency, suitability, reliability, availability, timeliness and/or accuracy of the content and the Site for any purpose.

7.4 It is your responsibility to independently verify the information made available on the Site.

7.5 Nothing on the Site or any of the content is a promise or guarantee of results. Any information given (including case studies) is purely based on experience and is for illustrative purposes only. Information provided on the Site may not always be tailored specifically for you.

7.6 You acknowledge and agree that We, Our employees, affiliates and representatives are not responsible for decisions that you may make, or for any consequences, undesired or otherwise, that may flow from your engagement of the Site or the Services offered on the Site.

7.7 Any testimonials and examples of Our Services, wherever published (online or in print) are not to be taken as a guarantee that you will achieve the same or similar results.

7.8 We make no warranty, representation, or guarantee regarding the suitability of Our Services for any particular purpose, nor do We assume any liability whatsoever arising out of the application or use of any Service. It is your responsibility to independently determine the suitability of any Service and to test and verify the same.

7.9 Any timelines or delivery dates are provided by Us on an estimated basis only. We make no guarantee that these timelines or delivery dates will be met as there may be interfering factors beyond Our control, and We are not responsible for any delay in the delivery of Our Services.

7.10 You acknowledge and agree that any results to be attained by you is dependent upon you solely.

7.11 All Our Services are intended for general education and information purposes only. Nothing on this Site, Our Services or any of the content provided to you by Us during Our provision of the Services, purports to offer medical, nutritional, or other professional advice. Use caution and always seek professional advice before acting on any information that We provide.

7.12 We provide support, guidance, and tools for you to set goals, determine priorities and achieve results, but any decision you make, and the consequences that flow from such decisions, is your sole responsibility. Your success depends on many factors, including your dedication, participation, desire, and motivation.

7.13 All of Our Services are intended for general coaching, consulting, educating, and training. Any template, training module, document, information, guideline, forecast, and recommendation made by Us in relation to Our Services are made on the basis of information that was available to Us at the time.

7.14 You acknowledge and agree that We aim to teach skills and equip you with tools and templates for your own navigation, implementation, development, and use. Before acting on any recommendations and information you receive in connection with Our Services you acknowledge and agree to seek such other independent professional advice as required.

7.15 You acknowledge that some of Our Services are delivered based on instructions, information and/or images provided by you, and you acknowledge and agree that We are not responsible if those instructions, information and/or images contain errors or poor quality images which are incorporated in the materials We deliver to you as part of Our Services.

7.16 Our Services are educational, and coaching based only and the extent of any results to be attained by you whether for your own personal or professional development is dependent upon you solely.

7.17 We provide online coaching and education, by supplying content, information and providing support, guidance and tools for clients i.e. you, to use our fitness training programs and achieve results, but any decisions made, and the consequences that flow from those decisions, is your sole responsibility. Your success depends on many factors, including your own commitment, dedication, desire, and motivation, your dissemination and application of Our education and training to your own circumstances, considering your own personal development, or your capabilities.

8 SERVICE SPECIFIC DISCLAIMERS

8.1 You acknowledge and agree that any results to be attained by you are dependent upon you solely. Your success depends on many factors, including your own commitment, dedication, desire, and motivation, your dissemination and application of Our education and training to your own circumstances or your capabilities.

8.2 Prior to starting any of Our recommended physical exercises you should always consult with your medical practitioner. We will not be liable for your failure to receive such consultation prior, or during the engagement of Our Services. We are also not liable for any situation which arises from you taking advice from one of Our coaches without consulting with a medical professional.

8.3 Any information or exercises provided by Us are for educational purposes only and does not constitute professional or medical advice.

8.4 You acknowledge that you accept full responsibility for informing yourself and assessing all the risks of any exercises We recommend and will rely solely on your own assessment of these risks before participating in those exercises and engaging Our Services generally.

8.5 We are not medical practitioners and do not have expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise video, exercise program on a medical condition.

8.6 You acknowledge that there is a possibility of physical injury while using Our Services. We are not liable for any Claim you bring against Us or any injury or loss you may suffer as a result of using Our Services.

8.7 If you use any of Our Services, you agree that you do so at your own risk and voluntarily. You assume and accept all risk of injury to yourself and agree to release and hold Us harmless from any and all claims made against Us, which arise directly or indirectly as a result of or in connection with your use of Our Services and any exercises or activities which relate to the provision of those Services.

8.8 In relation to our Services you understand and acknowledge that we also offer nutrition coaching and plan creation and that We make no guarantees that you will lose weight and or gain muscle mass from your use of these plans , We also do not guarantee that you will experience an improvement in any aspect of your physical health or wellbeing as any results you achieve are dependent on you solely and your own motivation and commitment.

8.9 We do not purport to diagnose or treat health conditions but will use Our Services to propose potential possibilities for improving your health and wellbeing.

8.10 We make no representation that We are health practitioners or registered medical professionals.

8.11 In the event you provide Us with personal health information, such as information relating to a physical or mental health condition, the provision of Our Services:

(a) shall not involve or constitute professional advice;

(b) will not constitute a doctor-patient relationship between you and Us; and

(c) shall not be a replacement or substitute for advice from a medical professional, which should be obtained from the relevant medical professional.

8.12 All Our Services are intended for providing physical challenges, general education and information purposes only and does not, nor is not intended to, constitute professional advice.

8.13 You acknowledge that any employee or representative of Ours is not acting as a medical professional and you will not use Our Services as a substitute for such clinical health care.

8.14 We do not provide specific psychological, medical or other advice, and Our Services are intended for general fitness activities, education and information purposes only. You should not rely on the information provided by Us as a substitute for professional advice.

8.15 Your personal development may be gradual process and it may take a number of coaching sessions with Us in order to achieve your desired results.

8.16 We provide physical challenges, support, guidance and tools for you to improve your physical health, set goals, determine priorities and achieve results, but any decision you make, and the consequences that flow from such decisions, is your sole responsibility. Your success depends on many factors, including your dedication, participation, desire, and motivation.

8.17 You understand and acknowledge that part of Services includes the provision of in person events such as workshops, training sessions, meetups and photoshoots. You acknowledge that we will not be held liable for any loss or damage sustained to you by reason of your attendance at these events, except in accordance with any applicable statutory or common law obligations imposed on us.

9 ONBOARDING AND REGISTERING YOUR DETAILS

9.1 When you engage Our Services, you will be required to complete a form with your personal details on Stripe in order for payments to be deducted in accordance with clause 6 of these Terms.

9.2 You must provide accurate, complete and up-to-date information, as requested, and it is your responsibility to inform Us of any changes to your information.

9.3 We may at any time request a form of identification to verify your identity. 9.4 If you create an account to an online portal, you acknowledge and agree that:

(a) You are solely responsible for protection and confidentiality of any password or member identification that may be issued to or subscribed for by you from time to time (Password);

(b) You will not reveal (or cause to be revealed through any act or omission) your Password to any other person;

(d) You are solely responsible for all access to and use of the online portal via your Password, whether such access or use is by you or any other person.

9.5 To the extent that you provide personal information, We will treat such information strictly in accordance with Our Privacy Policy.

9.6 You must ensure the security and confidentiality of your online portal account details, including any username and/or Password. You must notify Us immediately if they become aware of any unauthorised use of your registered details.

10 YOUR OBLIGATIONS

10.1 During the delivery of Our Services, you agree to:

(a) ensure you are checked-in in accordance with clause 11;

(b) ensure all data points are logged as agreed between you and the coach;

(c) provide us with photographs which demonstrate your progress, and which we will use for marketing and promotional purposes. The collection and use of such photographs will be in accordance with Our Privacy Policy, and the coach will obtain your approval before using any of these images;

(d) be open and transparent regarding your progress;

(e) communicate if you are struggling;

(f) record exercises by you for your exercise form review by your coach, and send that that video to your coach;

(g) respond promptly to Our communications in relation to the Services;

(h) provide, within a reasonable amount of time, accurate, complete and current information or documentation reasonably required by Us to perform the Services; and

(i) act in good faith.

10.2 When providing Our Services, We may request that you provide Us with responses, feedback, completed questionnaires, copy content, images, and other information so We can best deliver Our Services. You agree that you will provide any such information in a timely manner. Any delays in receiving this information may result in information not being provided by Us to you.

10.3 When using Our Services, you may be given access to Facebook groups, other online or in person forums or events in which you may post comments, photos, messages or other material (Your Content). When posting Your Content, you agree that you will not post or otherwise publish through this Site or Our Community any of the following:

(a) Content that is unlawful, fraudulent, misleading, deceitful, threatening, abusive, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, abusive, offensive, inflammatory or otherwise objectionable.

(b) Content that harasses, degrades, intimidates or is hateful to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.

(d) Information that constitutes promotion or advertisement for groups, events or activities organised through competing social clubs, activity sites and internet

platforms, except as otherwise expressly permitted by Us.

(e) Any information or content that impersonates any person or entity.

(f) Any material, non-public information about companies without authorisation to do so.

(g) Any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by Us).

10.4 By posting or otherwise publishing Your Content on Our Site or Our Community, you:

(a) Grant Us a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit Your Content in any form and for any purpose;

(b) Warrant that you have the right to grant the above licences;

(d) Consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.

10.5 We reserve the right (but have no obligation) to:

(a) Review, modify, reformat, reject or remove Your Content that, in Our opinion, violates these Terms or otherwise has the potential to harm, endanger or violate the rights of any person; and

(b) Monitor use of the Site, and store or disclose any information that We collect, including in order to investigate compliance with the Terms or for the purposes of any police investigation or governmental request.

11 CHECK-INS

11.1 You are required to complete the Check-in.

11.2 The Check-in includes a form and metrics as agreed upon between Us and you in order to track your progress. This can include progress photos.

11.3 A complete Check-in includes a completed form submitted through the Application, which includes all relevant details and metrics.

11.4 The Check-in is due by the Check-in Deadline.

11.5 Should the Check-in not be submitted by Check-in Deadline, you understand that the Check-in may not be assessed by the coach, who may then be unable to provide you with the requisite feedback on your progress. In such circumstances, your coach will ask you why you have not submitted the Check-In by the Check-in Deadline and enquire as to whether they can assist you in completing a submission.

11.6 You understand that should you repeatedly fail to submit your Check-in, We reserve the right to remove you from our coaching Services.

11.7 Should the Check-in be submitted, but only half complete, you understand and acknowledge that your coach will not assess the Check-in until all the necessary information has been submitted by you.

11.8 You can submit your Check-in at any time in the day, however, we do recommend that you complete the Check-in in the morning.

11.9 We will send you reminders to submit the Check-in via the Application, including the day before the Check-in Deadline, and, at 6pm on the designated Check-in day. These reminders will be sent via the inbox on the Application.

11.10 You understand that on those weeks you have a Zoom coaching call with your coach, feedback on your Check-in will not be provided by your coach. This is because the coaching call will cover your wins, challenges and any other relevant information as necessary.

11.11 Despite clause 11.10, you must still complete your Check-in for that week.

11.12 Your coach will take all reasonable steps to provide you with feedback within 24 hours of the Check-in being completed and received. All feedback by your coach regarding the Check-in will be provided via Loom and sent to you via Whatsapp.

12 CONFIDENTIALITY

12.1 We respect your confidential and proprietary information, ideas, plans and trade secrets (collectively, Confidential Information) and by using Our Services, you agree to respect the same rights of the other Services participants (Participants) and representatives of ours.

12.2 You agree:

(a) That any confidential information shared by Participants or any of Our

representatives is confidential and proprietary and belongs solely and exclusively to the Participant who discloses it or to Us.

(b) Not to disclose such information to any other person or use it in any manner other than in discussion with Participants during training sessions.

(c) That all materials and information provided to you by Us are Our confidential and proprietary information and intellectual property, belong solely and exclusively to Us, and may only be used by you as authorised by Us.

(d) That if you violate, or threaten to violate, any of your agreements contained in this paragraph We will be entitled to, among other things, injunctive relief to prohibit such violations.

12.3 While you are free to discuss your personal results from Our Services, you must keep the experience and statements, oral or written, of the Participants in the strictest of confidence.

12.4 This clause survives termination of these Terms.

12.5 Each party (Recipient) must keep secret and confidential and not disclose any Confidential Information (which is or has been disclosed to the recipient by the other party, its representatives or advisers), or these Terms, except:

(a) where the information is in the public domain as at the date of these Terms (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);

(b) if the Recipient is required to disclose the information by applicable law or the rules of any other document with statutory content requirements, provided that the Recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

(c) where the disclosure is expressly permitted under these Terms and Conditions or is required to give effect to these Terms and Conditions;

(d) if disclosure is made to its personnel to the extent necessary to enable the Recipient to properly perform its obligations under these Terms and Conditions or to conduct their business generally, in which case the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person;

(e) where the disclosure is required for use in legal proceedings regarding these Terms and Conditions; or

(f) if the party to whom the information relates has consented in writing before the disclosure.

12.6 Each Recipient must ensure that its personnel comply in all respects with the Recipient's obligations under this clause.

12.7 Definitions

(a) Confidential Information of a party means all information (in any form):

(i) relating to or arising from the Services;

(ii) that concerns that party’s business operations and which any reasonable person would consider to be of a confidential nature (such as trade secrets, methods, strategies, client lists, pricing, and other business processes); and

(iii) but does not include information that:

(iv) is or becomes independently developed or known by a party through no breach of these Terms by that party; or

(v) becomes publicly available, without breach of these Terms;

12.8 This clause survives termination or expiry of these Terms.

13 INTELLECTUAL PROPERTY AND MORAL RIGHTS

13.1 Intellectual Property Rights in Contract Materials and Existing Materials You agree that:

(a) We will own all rights in and to the Contract Materials, as defined below, including any Intellectual Property Rights which subsist in the Contract Materials, or which may be obtained from the Contract Materials created from the date you engage Our Services; and

(b) to the extent necessary to give effect to this clause, you will assign all of the Intellectual Property Rights in all Contract Materials to Us.

(c) We retain ownership over the Existing Materials, as defined below, and you acknowledge that you do not acquire any ownership rights by using the Existing Materials.

13.2 Moral Rights

(a) To the extent permitted by applicable Law, We unconditionally and irrevocably:

(i) do not consent to the following acts or omissions in respect of all Contract Materials created by Us in the course of providing the Services:

(A) any use of the Contract Materials that does not identify Us as the author;

(B) falsely attributing the authorship of the Contract Materials or any content of the Contract materials to you;

(C) materially altering the style, format, colours, content or layout of the Contract Materials and dealing in any way with the altered Contract Materials;

(D) reproducing, communicating, adapting, publishing or exhibiting the Contract Materials, or

(E) adding any additional content or information to the Contract Materials; and

(ii) do not waive all of Our Moral Rights in the Contract Materials.

13.3 Definitions

Contract Materials means materials, including but not limited to, works, ideas, concepts, designs, websites, inventions, developments, improvements, systems, accounts created for you or other materials or information created, made or discovered by Us:

(a) in the course of providing Our Services; and/or

(b) as a result of using your resources (including the Confidential Information and Intellectual Property Rights).

Contract Materials not include Our work methodologies, reports, sources, but do not include third party websites and the links contained therein, licensed software, programs, accounts belonging to Us or created for other clients, stock photography licences, licences to third party service providers, tailored fitness programs and tailored food programs which We may provide to you from time to time in relation to Our Services.

Existing Materials means materials, including, but not limited to, Our works, work methodology, reports, ideas, concepts, designs, inventions, developments, improvements, stock photography licences, licences to third party service providers, licensed software, accounts belonging to Us or created for other clients, systems, other materials, information, sources, programs, accounts created, made or discovered by Us prior to providing Our Services to you or outside the scope of Our Services that We use or supply in the course of the provision of Our Services.

Intellectual Property Rights means all present and future rights conferred by law in or in relation to copyright, trade marks, designs, circuit layouts, plant varieties, business and domain names, inventions and confidential information and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.

These rights include:

(a) all rights in all applications to register these rights;

(b) all renewals and extensions of these rights; and

Moral Rights means:

(a) rights of integrity of authorship or performership;

(b) rights of attribution of authorship or performership;

(d) conferred by the Copyright Act 1968 (Cth); and

(e) rights of a similar nature that exist, or may come to exist, anywhere in the world. 1.2 This clause 13 survives termination or expiry of these Terms.

2 COPYRIGHT AND TRADE MARK NOTICES

2.1 All material on Our Site including (but not limited to) templates, text, graphics, information architecture and coding (Our Content), is subject to copyright. While you may browse or print Our Content for non-commercial, personal or internal business use, you must obtain Our prior written permission if you’d like to use, copy or reproduce it. Modification of Our Content for any other purpose is a violation of Our copyright and other proprietary rights and is strictly prohibited.

2.2 You acknowledge that you do not acquire any ownership rights by using the Site or Our Content.

2.3 The trade marks, logos, and service marks displayed on Our Site to denote Our brand are either registered or unregistered trade marks of Us (Our Marks). Our Marks, whether registered or unregistered, may not be used in connection with any product or service that does not belong to Us, in any manner that is likely to cause confusion with customers, or in any manner that disparages Us.

2.4 Nothing contained on Our Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Our Marks without Our express written permission.

2.5 You agree that damages may be an inadequate remedy to a breach of these Terms and acknowledge that We will be entitled to seek injunctive relief if such steps are necessary to prevent violations of its intellectual property rights.

2.6 This clause survives termination of these Terms.

3 CANCELLATION POLICY

3.1 Our cancellation policy is as follows:

(a) once you have engaged Our Services, you agree to a 12 Week minimum commitment to Our Services (“the Commitment Period”);

(b) during this time, if you elect to cancel your Services, you agree to raise this request with your coach. In order to cancel your Services with Us, you must provide your request to cancel in writing or on a Zoom Call with your coach;

(c) if you would like to cancel our Services during the Commitment Period, you agree that the outstanding weeks remaining in the Commitment Period are required to be paid to Us in full. We will arrange for this via an upfront payment through the issuing of an invoice to you. You are free to exit coaching once we have received payment of this amount;

(d) if you cancel our Services during the Commitment Period, you are not required to provide us with notice as defined in clause 16;

(e) once your cancellation is agreed between you and your coach, you are required to formally request your intention to exit by emailing Us at the following address:

sally@letsevolveco.com.au. You will be required to provide feedback as to why you wish to cancel the Services; and

(f) if the Commitment Period has lapsed and you wish to cancel Our Services, you are required to comply with the Notice Period outlined in clause 16 of these Terms. You understand that we charge on a rolling direct debit basis and payments will continue to be charged until the Notice Period as defined in clause 16 is completed. You are encouraged to remain engaged with your coach during the Notice Period. If you prefer to leave coaching immediately, you can pay 4 weeks notice upfront at your own request.

4 RIGHT TO SUSPEND, TERMINATE AND REFUND

4.1 We reserve the right to suspend or terminate your use of the Site or Our Services generally if you breach these terms, as determined by Us in Our sole discretion.

4.2 Unless you cancel Our Services during the Commitment Period, you may terminate your use of Our Services by providing us a minimum of 4 weeks written notice (Notice Period):

(a) the 4 weeks’ notice period begins from the next payment due, after you and your coach have come to an agreement for you to exit coaching;

(b) you agree that 4 payments are due in the Notice Period before your engagement of Our Services formally ceases.

4.3 If you terminate Our Services early (prior to your services being completed), you acknowledge and agree that the outstanding Fees for those Services are payable in accordance with clause 15 and 16 of these Terms.

4.4 Refunds are not provided for Our Services, other than in accordance with the Australian Consumer Law, as set out in Schedule 2 to the Australian Competition and Consumer Act, 2010 (Cth).

4.5 Any initial deposits paid to Us for the provision of Services to you are non-refundable. 4.6 Final payments are non-refundable after at the completion of Our Services.

4.7 Any refund requests will be assessed on a case-by-case basis, in accordance with the costs associated with each Service delivered by Us, or otherwise where We determine in Our sole discretion that genuine value has not been received or is not able to be received by you.

5 PAUSING YOUR SERVICES

5.1 You may pause your Services for a maximum of 6 weeks per calendar year.

5.2 If you wish to pause your Services, you must provide a minimum 2 weeks’ written notice to us directly, or inform your coach via Zoom of your intention to pause. Once you and your coach agree, you will be required to email Us at sally@letsevolveco.com.au.

6 NON-EXCLUSIVITY

6.1 You acknowledge and agree that We may at all and any times provide Our Services to other Clients in the same or similar industry as you.

6.2 We do not provide Our Services on an exclusive basis.

6.3 We will however endeavour to protect the confidential information you provide Us and in accordance with Our privacy policy.

7 REFERRALS, GIVEAWAYS AND PRIZES

7.1 We will offer you 1 month of free coaching where:

(a) you recommend Our Services to a friend or family member;

(b) that friend or family member enquires with Us with an explicit reference to your name/ that you referred them; and

7.2 You understand we will only offer 1 month of free coaching where the person you have referred completes 1 month of coaching with Us.

7.3 We reserve the right to amend Our referral arrangement at any time.

7.4 We may also, from time to time, provide opportunities to win prizes and/ or conduct giveaways.

8 LIABILITY IS LIMITED

8.1 We provide the Services on an "as is" basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by Law. Subject to the other terms of this clause, We exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the services that are not expressly set out in these Terms to the maximum extent permitted by Law.

8.2 Without limiting the generality of clause 20.1, We expressly exclude any liability in contract, tort or otherwise for any injury, damage, loss, delay or inconvenience caused directly or indirectly by your use of Our Services.

8.3 Subject to the other terms of this clause, Our maximum aggregate liability owed to you in for any loss or damage or injury arising out of or in connection with the supply of Our Services under these Terms, including any breach by Us of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual charges paid by you under these Terms in the one month period preceding the matter or the event giving rise to the claim.

8.4 The disclaimers, limitations of liability and indemnities within these Terms do not exclude rights that may not be excluded by law, including but not limited to, those rights under the Australian Consumer Law.

8.5 If We are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, Our total liability to you for that failure is limited to, at Our option, to the resupply of the Services or the payment of the cost of resupply.

8.6 Subject to the other terms of this clause, We exclude any liability owed to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms, including any loss of profits, loss of sales or business, loss of production, loss of agreements, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill or reputation or loss of use or corruption of data or information.

8.7 This clause applies to the fullest extent permitted by Law and shall survive termination of these Terms.

9 YOUR INDEMNITY

9.1 You agree to indemnify Us and Our officers, agents, partners, directors, shareholders and employees and subcontractors, against any direct losses, liabilities, costs, charges or expenses and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by Us arising out of or in connection with:

(a) your use of our Services;

(b) any claim made against Us or you by a third party arising out of or in connection with the provision of Our Services and/or these Terms;

(d) any reliance by you or a third party on Our Services or any advice or information provided in connection with the provision of Our services and/or these Terms; and

(e) the enforcement of these Terms.

9.2 You must make payments under this clause in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by Law.

9.3 We are not responsible, and expressly limit Our liability to the extent permitted by law, which is without limitation to your rights under the Australian Consumer Law, for damages of any kind arising out of use, reference to, or reliance or use on any information contained within Our Site or by engaging Our Service.

9.4 This clause survives the termination of this agreement.

10 NO DISPARAGEMENT

10.1 At all times, you must not make any public or private statement or comment, whether oral or in writing by any method, which in Our reasonable opinion is adverse to the interest, reputation or commercial standing of Our business or is in any respect a disparaging remark or representation about Us and/or any of Our Services.

10.2 Should you breach this clause, you hereby indemnify Us in accordance with clause 21 above.

11 FORCE MAJEURE

11.1 We will not be in breach of these Terms or liable to you for any Loss incurred by you as a direct result of Our failing or being prevented, hindered or delayed in the performance of Our obligations under these Terms where such prevention, hindrance or delay results from a Force Majeure Event.

11.2 If a Force Majeure Event occurs, We will notify you (Non-affected Party) in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay.

11.3 On providing the notice in the above clause, We will have the time for performance of the affected obligations extended for a period equivalent to the period during which performance has been delayed, hindered or prevented, however, We will continue to use all reasonable endeavours to perform those obligations.

11.4 The performance of the affected obligations will be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.

11.5 References to a Force Majeure Event in this clause means: events, circumstances or causes beyond a party’s reasonable control including (but not limited to):

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, cyber-attack, service attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence or other natural disaster; (d) epidemic, pandemic, health emergencies, disease;

(e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(f) interruption or failure of utility services (including the inability to use public, private telecommunications networks, servers or third-party hosting platforms); and

(g) the acts, decrees, legislation, regulations or restrictions of any Government Agency; however, does not include a lack of funds.

11.6 References to Loss in this clause means: any loss, liability, cost, charge, expense, Tax, Duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

12 LINKED WEBSITES, AFFILIATES OR SPONSORS

12.1 Any links to other websites on Our Site, which are not operated by Us are not controlled by Us and We accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of any linked sites will be subject to the terms of use and service contained within each such site.

12.2 As affiliates of certain services We may also receive compensation for recommending, endorsing or promoting services as featured on Our Site or in the course of delivering Our Services. Any affiliation or sponsorship is for remuneration purposes only and is not an expression of Our own recommendation, endorsement or promotion of those services which are not Our own.

12.3 We make no representation or warranty as to the recommendations, endorsements or promotions We make of certain services, unless expressly stated otherwise. You acknowledge and agree that any remuneration or other non-monetary benefit We receive from Our affiliated, endorsed or sponsored services is for the purposes of that affiliation, endorsement and sponsorship only. We expressly disclaim any liability arising from your use or reliance of any recommended, endorsed or promoted services by Us which are not Our own and caution you to make your own independent inquiry prior to any such use or purchase.

13 SEVERABILITY

13.1 If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

14 NO ASSIGNMENT

14.1 You cannot transfer or assign your rights in accordance with these Terms, including any membership or registration with Us, without Our prior written consent.

14.2 We may assign or transfer Our rights and obligations under these Terms at any time, upon prior written notice to you of at least 4 calendar weeks.

15 SUB-CONTRACTING

15.1 We are free to sub-contract any of Our obligations under these Terms, but such sub-contracting will not release Us from Our liabilities under these Terms.

16 BINDING ON SUCCESSORS

16.1 These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.

17 DISPUTE RESOLUTION

17.1 If a dispute arises between the parties in relation to these Terms, the dispute must be dealt with in accordance with this clause.

17.2 Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.

17.3 In the case of claims against Us, all notices are to be provided to

sally@letsevolveco.com.au.

17.4 If the dispute is not resolved by agreement within 5 business days of the Second Party receiving the notice referred to above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further 5 business days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited.

17.5 Once a mediator is appointed, the parties agree that:

(a) The costs of the mediator shall be borne equally between the disputing parties. (b) The chosen mediator shall determine the procedures for mediation.

17.6 If the parties have not mediated a resolution of the dispute within 10 business days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it considers fit in relation to the dispute.

17.7 Nothing in this clause prevents a party from commencing proceedings seeking urgent interlocutory relief from a court of competent jurisdiction to hear the matter, if, in that party’s reasonable opinion, it is necessary to protect their rights.

17.8 Despite the existence of a dispute the parties must continue to comply with their obligations under the contract.

17.9 This clause survives termination of these Terms.

18 APPLICABLE LAW

18.1 These Terms shall be construed in accordance with and governed by the laws of Victoria, Australia. You consent to the exclusive jurisdiction of the courts in Victoria to determine any matter or dispute which arises between Us.

19 YOUR FEEDBACK

19.1 We welcome enquiries or feedback on Our Site. Unless specifically stated by you, We shall treat any information you provide Us with, as non-proprietary and non-confidential. Please see Our Privacy Policy for further details.

19.2 If you have questions or comments regarding this Site or Our Services, please email us at sally@letsevolveco.com.au. © Progressive Legal Pty Ltd – All legal rights reserved (2023). These Terms were last updated on 15 December 2023.

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