The PCOS Pathway Client Agreement

This PCOS Pathway Client Agreement (“Agreement”) constitutes a contractual offer made by Solaine Douglas Nutrition (“the Company”) for you, the participant named in the Schedule to this Agreement (“Participant”, “You”, “Your”), to enter into an agreement with the Company on the terms set out in this Agreement (“Offer”).

You accept the Offer and enrol in the The PCOS Pathway program (“the Program”) when You:

• Accept the terms of this Agreement by clicking the acceptance box at the online checkout; and
• Pay to the Company any applicable fees for the Program on enrollment , asset out in clause 3(d) of this Agreement; (“the Enrollment Date”).
  

THE PROGRAM

1. a) When You enrol in the Program, and subject to Your payment of all applicable fees, the Company will, from the day of your scheduled enrolment date:

1. grant You access to the Program curriculum and templates;
2. grant You access to the The PCOS Pathway Facebook community administered by the Program consultant/practitioner (“the Facebook Group”), which will be monitored between 9am to 5pm AEST on Monday to Friday each week, save for during scheduled Program holidays or other breaks contemplated within this Agreement. Program consultant/practitioner will use all reasonable endeavours to answer all posted questions within one (1) business day of a question being posted to the Facebook Group;
3. provide You with the opportunity for feedback on anything within the scope of the content covered in the Program.
4. provide You with access to up to two (2) testing reviews in the Program to analyse and dissect blood test results.

• a)You acknowledge and agree that the Program inclusions set out in clause 1(a) of this Agreement.
• b) You expressly agree that the Program inclusions set out in clause 1(a) of this Agreement are the only inclusions offered as part of the Program.
• g) You agree not to direct message any of the Program consultant/practitioner and to direct all communication about the Program to the Facebook Group or email - [email protected]

 

PROGRAM TERM

2. a) You understand that Your access to the Program, content or any inclusions will cease 183 days from the Program Commencement Date and thereafter You will have no further access to the Program or any of its inclusions. You expressly acknowledge and agree that there is no lifetime access to the Program. The Company may approve extended access under their discretion.
    

PROGRAM FEES

• a) The fee for the Program (“Program Fee”) is:
1. AUD$1,200 (pay in full) or $1,500 (payment plan) if you are an Australian Citizen or Permanent Resident currently residing in Australia on the Enrollment Date; or
2. If you are not residing in Australia please contact [email protected] as Goods and Services Taxes (GST) does not apply;
• b) If you elect to pay the full Program Fee on the Enrollment Date as a one-off lump sum payment, the following amount (“Discount”) will be deducted from the Program Fee on your invoice issued on the Enrollment Date:
1. 20% if You are an Australian Citizen or Permanent Resident currently residing in Australia on the Enrollment Date; or
• c) You must select Your chosen payment method for payment of the Program Fee, being either the one-off lump sum payment on entering into this Agreement (“Pay Upfront Program Fee”) or 6 equal monthly payments (“Payment Plan Program Fee”) at the time of enrolling in the Program, and, except as otherwise contemplated under clause 3(e) of this Agreement, this cannot be changed at a later date.
• d) If, on the Enrollment Date, You select the:
  • AUD$1,200 if You are an Australian Citizen or Permanent Resident currently residing in Australia on the Enrollment Date; or
  • You will be charged for an initial payment at the time of enrolling in the Program (being AUD$275 if You are an Australian Citizen or Permanent Resident currently residing in Australia on the Enrollment Date; and
  • You will be charged the subsequent payments, each of the same amount, on the monthly anniversary of the initial payment each month for the 5 months which immediately follow Your initial payment; and
  • You acknowledge and agree that the obligation to pay the full Program Fee arises at the time You enrol in the Program, but You are afforded the opportunity to spread the payments over the course of the Program.
1. Pay Upfront Program Fee, You will be charged at the time of enrolling in the Program a total of:
2. the Payment Plan Program Fee:
• e) You authorise and direct the Company to automatically charge the credit card provided by You at the time of enrollment for the Program Fees when they are due for payment, as set out in this Agreement. You agree to keep Your personal and payment information current and up to date with the Company and to immediately notify the Company of any changes to these details. For the avoidance of any doubt, despite any automatic adjustments to the payment dates made by any third-party payment provider (such as Stripe or Paypal), You agree that payments must be made on the due dates for their payment as set out in this Agreement, and to do all things reasonably necessary in order to make the payments by those due dates.
• f) If any payment of Your Program Fees returns an insufficient funds or declined notification for any reason, or You fall behind on Your Program Fees at any time and for any reason:
1. the Company may immediately thereafter suspend or restrict Your access to the Program, until such time as You have brought the outstanding payment up to date as set out in this Agreement;
2. the obligation to continue to pay the Program Fees will continue during any period of suspended or restricted access due to Your delayed or non-payment of the Program Fees; and
3. the Company will not be liable to You for any refund of the Program Fees for any period of suspended or restricted access due to Your delayed or non-payment of the Program Fees, nor will You be granted with any extended period of access to the Program due to any periods of suspended or restricted access.
• g) You agree that the Company reserves the right during the term of the Program to vary or substitute services or inclusions provided as part of the Program to other services or inclusions of equal value or services or inclusions closely comparable to the services or inclusions included in the Program on the Enrollment Date if reasonably required due to circumstances outside of the reasonable control of the Company. The Company agrees to provide Participants with written notice of any services or inclusions required to be varied or substituted during the term of the Program and the reason for the variation or substitution.
• h) You agree to direct all billing and admin enquiries to [email protected] and not to post those enquiries to the Facebook Group.

 

REFUNDS

• a) Due to the nature of the Program and the fact that You begin to obtain access to the Program materials and the The PCOS Pathway Facebook Group from the Commencement Date, the Company will not provide You with any refund of the Program Fees paid to the Company by You in circumstances where, You change Your mind or where Your circumstances change, or if the Company terminates this Agreement in accordance with the terms this Agreement.
• b) The services and digital goods provided by the Company as part of the Program may come with guarantees that cannot be excluded by the Company under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (“Australian Consumer Law”). All terms of this Agreement granting the Company with rights and limiting the Company’s liability or obligations, are to be read as being to the maximum extent permitted by law. Nothing in this agreement is intended to modify or otherwise affect Your rights under the Australia Consumer Law and any other related legislation.

 

INTELLECTUAL PROPERTY

• a) All intellectual property rights in and to the Program, the content made available as part of the Program and all materials distributed in connection with the Program are owned by the Company.
• b) You agree not to:
1. use any Program content to teach any third party the same and similar subject matter covered in the Program;
2. create new materials for the purposes of teaching or coaching third parties the same or similar subject matter covered in the Program;
3. disclose or discuss any information revealed in any part of the Program other than with You, or as otherwise required by law; or
4. otherwise infringe on the intellectual property rights of the Company in any way;
• c) You are expressly prohibited from removing any copyright notice, author mark or trademark from any part of the Program materials.

 

CONFIDENTIALITY

1. You acknowledge that the group coaching nature of the Program means that any information provided or otherwise shared by You with the Company or other participants of the Program, whether as part of coaching discussions, comments, Facebook Group interaction, or otherwise are not confidential and the Company accepts no liability to You for any loss suffered by You as a result of You disclosing Your confidential information during Your participation in the Program.

 

CONSENT / RELEASE

• a) Where your written consent for the use of any results or testimonials has been provided to the Company; you irrevocably consent to the Company using, in perpetuity, and without any fee or royalty payable to You or, any Participant Related Content in the marketing of the Program, future similar programs, and to market and advertise the services of the Company generally.
• b) In the Company’s use of Participant Related Content, You waive (on behalf of You) the right to inspect or approve the finished product, including written or electronic copy, wherein Your name, You’s name, likeness or content appears.
• c) You represent and warrant in favour of the Company that You have the authority to provide the Company with the consents set out in this clause on behalf of You.
• d) You agree to release and hold the Company harmless from all claims, demands, and causes of action which You, You or Your estates have or may have by reason of the Company’s use of the Participant Related Content as contemplated in clause 8 of this Agreement.
   

Participant Related Content:

• During your participation in The PCOS Pathway program, you may create, appear in, or be mentioned in various materials, including but not limited to images, audio recordings, video recordings, and written content, which may be used for marketing and promotional purposes ("Participant Related Content").
• Consent to Use: By participating in The PCOS Pathway program, you irrevocably consent to us using, in perpetuity and without any fee or royalty payable to you, any Participant Related Content for the purpose of marketing The PCOS Pathway program, future similar programs, and to market and advertise our services generally.
• Waiver of Inspection: You waive the right to inspect or approve the finished product, including written or electronic copy, wherein your name, likeness, or content appears.
• Representation and Warranty: You represent and warrant that you have the authority to provide us with the consents set out in this clause regarding Participant Related Content.
• Release of Claims: You agree to release and hold us harmless from all claims, demands, and causes of action that you have or may have by reason of our use of the Participant Related Content as contemplated in this clause of the agreement.

 

ERRORS, INACCURACIES, OMISSIONS, CHANGES, PROGRAM SUSPENSIONS AND DELAYS

• a) Information provided about or in the Program is subject to change. You acknowledge that times and dates scheduled calls are also subject to change during the term of the Program.
• b) The Company makes no representation or warranty that the information provided, regardless of its source, is accurate, complete, reliable, current or error-free. To the maximum extent permissible by law, the Company disclaims all liability for any inaccuracy, error or omission in the Program.
• c) The Company utilises technology and third party owned course platforms in order to deliver the Program to You. The Company will not be liable for any delay in providing the Program to You which is caused or contributed to by a technical issue or discontinuance of a platform outside of the Company’s reasonable control. If a third party platform becomes unavailable for an extended period of time during the term of the Program, the Company will take reasonable steps to migrate the Program to another platform and notify You of the migration and anything needed to access the Program on the new platform.
• d) The Company may, at its own discretion, but is not required to, provide additional or bonus resources, workshops or other opportunities (“Bonuses”) to You during the Program. Where the Company does so, the Company may cease or discontinue those Bonuses at any time without any liability to You. You agree that any Bonuses offered are at the discretion of the Company and that the Company provides no representations or guarantees that any Bonuses will be provided to You during the Program.
• e) The Company may suspend, or schedule breaks in the usual conduct of the Program for any reason, including, but not limited to, unforeseen illness of consultant, bereavement and / or scheduled leave of consultant, by providing You with reasonable notice of the suspension or break, provided that the total time in which the Program is suspended is less than six (6) weeks in total during the term of the Program. You expressly agree that these suspensions or breaks do not warrant any extension of the term of the Program.
• f) The Company may make reasonable staffing changes as the Company considers appropriate in relation to any consultant/practitioner delivering any part of the Program without prior notice to You.
  
  

WARRANTIES

• a) Except as otherwise required by law, the Company gives no warranties with respect to any aspect of the Program or any materials related thereto or offered in connection with the Program and to the maximum extent permissible by law, disclaims all implied warranties.
• b) By enrolling in the Program, You accept and agree that You are fully responsible for Your own progress and results.
• c) You acknowledge that the Company does not guarantee that You will achieve any results at all as a result of any of the ideals, recommendations, matters of opinion, strategies or content presented in the Program. Nothing in the Program is a guarantee to You of any result.
• d) Any testimonials, examples, case studies or references by the Company to results achieved by others are not meant as a promise or guarantee of Your own results.
• e) You acknowledge and agree that each participant spends different amounts of time on completing the Program and achieving their objectives, which may depend on their own personal circumstances. The Company makes no representations or warranties about any time frames in which it should or will take You to participate in the Program and / or achieve any of Your objectives.
  
  

 

PROGRAM SUSPENSION / RESTRICTION AND TERMINATION

• a) The Company may suspend or restrict Your and / or You’s access to the Program if:
1. any amount owing by You under this Agreement is unpaid at any time; or
2. You or You fail to comply with the conduct obligations set out in clause 7 of this Agreement;
• until such time as You have remedied the relevant issue.
• b) The Company may terminate this Agreement by notice in writing to You if:
1. You fail to pay any amount due under this Agreement by more than [sixty (60)] days of the due date for payment; or
2. You breach, or threaten to breach, clause 5 of this Agreement; or
3. You breach any other material term of this Agreement and fail to remedy the breach within fourteen days notice of the Company’s request to remedy the breach.
• c) You acknowledge and agree that:
1. the Company suspending or restricting Your access to the Program pursuant to clause 11(a) of this Agreement, or terminating this Agreement pursuant to clause 11(b) of this Agreement does not negate Your obligations to pay any outstanding balance of the Program Fee; and
2. if the Company restricts your access to the Program pursuant to clause 11(a) of this Agreement, or terminates this Agreement by notice in writing to You pursuant to this clause 11(b) of this Agreement, the Company will not be required to reimburse any of the Program Fees already paid by You to the Company, or in any way extend your period of access to the Program.
• d) If this Agreement is terminated by the Company pursuant to clause 11 (b)before the end of the Program:
1. Your access, and / or Yous access, to the Program will cease on the date of termination; and
2. if You have elected to pay the Payment Plan Program Fee, the Company will calculate the amount owing by You for the outstanding balance of the Program Fee and invoice You for that outstanding balance, which You must pay to the Company within thirty (30) days of the date of invoice.
• e) You acknowledge and agree that in the event that You fail to pay all Program Fees as required under this agreement, the Company’s loss and damage may include all of the unpaid amount of the Program Fees.

 

LIABILITY

• a) You agree that under no circumstances will the Company be liable for any indirect, special, consequential or punitive loss arising out of or in relation to this Agreement or the provision of the Program, irrespective of whether the Company has been advised of the possibility of any such damage.
• b) Where the services provided to You as part of the Program fall within the scope of the Australian Consumer Law, the Company’s liability to You for any loss or causes of action arising in relation to this Agreement or the Program is limited to the fullest extent permissible under section 64A of the Australian Consumer Law; that is, to the supply of the services again or to pay the cost of having the services supplied again.
• c) Where the services provided to You in the Program fall outside the scope of the Australian Consumer Law, the Company excludes all liability to You for any loss or causes of action arising in relation to this Agreement or the Program and You hereby waive, release and discharge, on a continuing basis, all claims You have or may have against the Company relating to the provision of the goods and services, however arising.
• d) In the event that the limitation of liability set out in clause 12(C) of this Agreement is found by a court of competent jurisdiction to be void or unenforceable, and it is severed from this Agreement, You agree that the Company’s liability to You for any loss or causes of action arising in relation to this Agreement or the Program will be limited to the amount of the Program Fees paid by You.
• e) You agree to indemnify the Company for any direct or indirect loss, cost, expense, damage, or liability (including legal costs on a full indemnity basis and any loss of profit) howsoever arising, out of or in connection with a breach by You of clauses 3 or 5 of this Agreement.
• f) Each party’s liability to the other is reduced proportionally to the extent that the liability arises as a direct result of an act or omission of the other party.
  
  

GUARANTEE

12. a) In consideration of the Company entering into this Agreement, the party named in the Schedule as the guarantor (if any) (“the Guarantor”) guarantees the Participant’s obligations to the Company under this Agreement.

• b) The Participant and the Guarantor indemnifies the Company against, and must pay the Company on demand the amount of all expenses (including solicitor’s fees on an indemnity basis), liabilities, claims, loss, cost and / or demands incurred as a result of:
1. any breach of any term of this Agreement by the Participant (including actions of its Representative); or
2. a failure by the Participant or its Representative to comply with the Participant's responsibilities under this Agreement.
• c) The indemnities set out in this clause 13 will continue and will not be affected by:
1. any amendment made to the terms of this Agreement; or
2. the expiry or termination of this Agreement.
   
   

DISPUTE RESOLUTION

• a) The parties agree to use reasonable endeavours to resolve any dispute that arises in connection with this Agreement by mediation before bringing a legal claim or starting legal proceedings against the other.
• b) Nothing in this Agreement prevents either party from seeking any urgent equitable relief in relation to rights under this Agreement.
• c) If any legal action is brought for the enforcement of this Agreement, the prevailing party is entitled to recover reasonable legal fees and other costs incurred in that action, in addition to any other relief to which they may be entitled.
  
  

GENERAL

• a) The obligations set out in clauses 5, 8, 11, 12, 13, 14 and 15 will survive termination of this Agreement.
• b) This Agreement is governed by the law in force in the State of Queensland, Australia and You agree to submit to the non-exclusive jurisdiction of the courts of Queensland, Australia and any other courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.
• c) This Agreement constitutes the entire agreement between the parties pertaining to the Program. It supersedes all prior agreements, representations and understandings between the parties.
• d) No modification or waiver of any of the provisions of this Agreement by the Company shall be deemed or shall constitute a waiver of any provision, whether or not similar, nor shall it constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Company.
• e) The subject headings in this Agreement are for convenience only and shall not affect the manner in which the Agreement is construed.
• f) If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, it shall be severed from this Agreement and the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
• g) The Participant and the Guarantor (if any) acknowledge and agree that they have each had the opportunity to obtain independent legal advice on the terms of this Agreement.
• h) The parties each consent to communicating with each other electronically (including electronic execution and exchange of this Agreement) and acknowledge that electronic transmissions can be corrupted or intercepted, may not be delivered and may contain viruses. None of the parties are responsible to the other for any loss suffered in connection with the use of email as a form of communication between them.
• i) A notice or other communication to a party to this Agreement must be in writing and delivered to that party by email to their email address, when it will be treated as received when it enters the recipient’s information system. The email addresses for service of notices pursuant to this Agreement will be as follows:
1. If sending a notice to the Company – to [email protected];
2. If sending a notice to the Participant – to the email address noted as the Participant’s email address in the schedule to this Agreement.
3. If sending a notice to the Guarantor – to the email address noted as the Guarantor’s email address in the schedule to this Agreement.