COACHING AGREEMENT
Returning to Intimacy
Important: please read this Agreement carefully before you accept it. You accept it online at the checkout. By accepting it, you agree to be bound by it.
PARTIES
Knickerbox Industries Pty Ltd ACN 162 351 484 of Level 1, 196 Keilor Road, Essendon North, Victoria 3041 (Provider)
AND
The person who accepts this Agreement and purchases the Program at the Provider's online checkout (Client)
RECITALS
A. The Provider delivers a hybrid coaching and education program for couples known as 'Returning to Intimacy'.
B. The Client wishes to take part in the Program, and the Provider agrees to provide the Program to the Client on the terms of this Agreement.
C. The Program is coaching and education only. It is not therapy, counselling or medical treatment.
D. The Client accepts this Agreement online at the Checkout rather than by signing it.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, unless the context requires otherwise:
Agreement means this agreement including its Recitals, terms and conditions, and if applicable, Schedules, Exhibits and Annexures hereto (as amended, supplemented or varied by the Parties in writing).
Australian Consumer Law means the Australian Consumer Law as defined in the Competition and Consumer Act 2010 (Cth).
Business Day a day on which trading banks are open for general business in the capital city of the State of Victoria, Australia excluding Saturdays, Sundays or public holidays in the State of Victoria, Australia.
Checkout means the Provider's online checkout where the Client accepts this Agreement and purchases the Program.
Client means, notwithstanding nay other clause, the person who accepts this Agreement and purchases the Program at the Checkout, and if the Program is purchased for a couple, includes each member of the couple, jointly and individually.
Commencement Date means the date the Client accepts this Agreement at the Checkout.
Confidential Information means information disclosed by one Party to the other in connection with the Program that is by its nature confidential, but does not include information that is or becomes public other than through a breach of this Agreement.
Cooling-off Period has the meaning given in clause 9.
Fee means the fee for the Program shown at the Checkout, as set out in clause 8.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all intellectual property rights, including copyright, trade marks, designs and rights in the Program Materials, whether registered or unregistered.
Party means a party to this Agreement.
Privacy Policy means the Provider's privacy policy, as updated from time to time, published on the Provider's website at #address#.
Program has the meaning given to that term in clause (a).
Program Materials means all materials the Provider makes available to the Client through the Program, including the pre-recorded videos, written materials and coaching communications.
Resolution Institute means Resolution Institute (ABN 69 008 651 232), being an Australian and New Zealand dispute resolution organisation that administers mediation, arbitration and other alternative dispute resolution processes, or its successor organisation.
Telegram means the third party messaging application known as Telegram.
1.2 Interpretation
In this Agreement:
(a) (gender) words (including defined expressions) importing any gender will be deemed to include all other genders;
(b) (singular and plural) words (including defined expressions) importing the singular will be deemed to include the plural and vice versa;
(c) (defined terms) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) (person) a reference to a person includes a natural person, corporation, partnership, trust, joint venture, body corporate, association (whether incorporated or not), unincorporated bodies, the Crown, a Government Authority, and any other entity;
(e) (document) a reference to a document or instrument, including this Agreement, includes a reference to that document or instrument as novated, altered, supplemented or replaced from time to time;
(f) (currency) a reference to $, AUD, A$ or dollars is to Australian currency and a reference to payment means in Australian currency unless expressly stated otherwise;
(g) (date and time) a reference to a time or date in connection with the performance of an obligation by a Party is a reference to the time and date in the State of Victoria, Australia, even if the obligation is to be performed elsewhere;
(h) (party) a reference to a party to this Agreement, or another document, includes the party's successors, executors, administrators and permitted substitutes or assigns (and, where applicable, the party's legal personal representatives);
(i) (legislation) a reference to a legislation, ordinance, code any other law includes regulations and other instruments under it and changes, consolidations, re-enactments or replacements of any of them;
(j) (this Agreement) a reference to:
(i) a clause, paragraph, Recital, Schedule, Attachment, Annexure or Exhibit is a reference to a clause, paragraph, Recital, Schedule, Attachment, Annexure or Exhibit (as applicable) to this Agreement;
(ii) an item is a reference to an item in the specified Schedule, Attachment, Annexure or Exhibit (as applicable); and
(iii) this Agreement means the Recitals, terms and conditions and Schedules to this Agreement;
(k) (headings) headings and the table of contents are inserted for convenience and reference only and do not affect the interpretation of this Agreement;
(l) (includes) the meaning of general words is not limited by specific examples introduced by 'including', 'includes' and 'for example' or any other similar expressions and a list of examples is not limited to those items or to items of a similar kind;
(m) (multiple persons) if a Party to this Agreement is made up of more than one (1) person, or a term is used in this Agreement to refer to more than one (1) Party:
(i) a representation, warranty or indemnity, undertaking or other obligation binding that Party or Parties (as applicable), binds those persons jointly and severally; and
(ii) a right in favour of that Party or Parties (as applicable), is for the benefit of those persons jointly and severally;
(n) (conduct) a reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing;
(o) (adverse interpretation) neither this Agreement nor any part of it is to be construed against a Party on the basis that the Party, or its lawyer(s), was responsible for the preparation of this Agreement or any part of it; and
(p) (writing) a reference to writing includes a facsimile transmission, printing, typewriting, photocopy, lithography, photography and any other means of representing or reproducing words, figures, drawings or symbols in a visible form.
1.3 Business Day
If the day on or by which a person must perform an obligation, or an event must occur or is deemed to occur under this Agreement is not a Business Day, the obligation must be performed, or the event must occur or will be deemed to occur on or by, the next Business Day.
2. ELECTRONIC EXECUTION, ACCEPTANCE AND FORMATION
(a) The Client acknowledges and agrees that by selecting "I agree" (or a similar option), clicking the relevant acceptance button, placing an order, or otherwise completing the Checkout process on the Provider's website, the Client has read, understood and electronically accepted this Agreement and agrees to be legally bound by its terms.
(b) This Agreement is formed when the Client accepts this Agreement at the Checkout and the Provider receives the Fee, or the first instalment of the Fee, as applicable.
(c) The Client consents to the use of electronic communications, electronic records and electronic acceptance for the purposes of entering into and performing this Agreement.
(d) The Client must read this Agreement before accepting it. If the Client does not agree to the terms of this Agreement, the Client must not accept it or purchase the Program.
(e) By accepting this Agreement, the Client warrants that all information provided by the Client at the Checkout is true, accurate and complete.
(f) Where the Program is purchased for a couple or on behalf of another person, the Client warrants that the Client has authority to accept this Agreement on behalf of each participant, and the Client and each participant will be bound by this Agreement.
(g) The Provider may rely on and retain electronic records evidencing the Client's acceptance of this Agreement, including the date and time of acceptance, IP address, account details, transaction details and any other electronic data generated through the Checkout process, and such records will constitute prima facie evidence of the Client's acceptance of this Agreement.
3. THE PROGRAM
(a) The Provider will provide the Client with the 'Returning to Intimacy' program, a four (4) month hybrid coaching and education program for couples (the Program).
(b) The Program includes:
(i) four (4) pre-recorded educational videos, one (1) of which is released to the Client each month during the Program and sent to the email address the Client provides at the Checkout; and
(ii) personalised coaching with the Provider delivered through Telegram once each week, up to a total of thirty (30) minutes each week.
(c) The Client may choose for both members of the couple, or only one member of the couple, to take part in the Telegram coaching channel with the Provider. The Client must select this choice at the Checkout.
(d) The Program does not include any service that is not described in this Agreement, including any in-person session, any session delivered other than through Telegram, or any unlimited or daily access to the Provider.
(e) The Provider will provide the Program to the Client with due care and skill.
(f) The coaching is provided personally by the Provider. The Provider may use administrative or technical support to help deliver and manage the Program and remains responsible for the Program.
(g) Any service the Client requests that is outside the Program is subject to a separate agreement and fee.
4. TERM
The Program begins on the Commencement Date and continues for four (4) months, unless ended earlier under clause 20.
5. COACHING AND EDUCATION ONLY
(a) The Program is a coaching and education service only. It is not therapy, counselling, psychology, psychiatry, medical treatment or health care, and it does not create a therapist-client, counsellor-client or health practitioner-patient relationship.
(b) The Program is not a substitute for professional medical, psychological, psychiatric, legal or financial advice. The Client is responsible for obtaining that advice from an appropriately qualified professional.
(c) The Client must consult an appropriately qualified professional before and during the Program if the Client has, or may have, a medical or psychological condition.
(d) The Provider may end this Agreement, or decline to continue, if the Provider reasonably believes the Client's needs fall outside coaching and would be better met by a qualified health or other professional. If the Provider ends this Agreement under this clause 5.1(d), the Provider will refund the part of the Fee that relates to the part of the Program that has not yet been provided.
6. ELIGIBILITY
(a) The Program is available only to persons who are at least eighteen (18) years of age. By accepting this Agreement at the Checkout, the Client confirms that the Client, and each member of the couple, is at least eighteen (18) years of age.
(b) The Provider may end this Agreement immediately under clause 20 if this confirmation is not correct.
7. YOUR RESPONSIBILITIES AND CONDUCT
(a) The Client must:
(i) treat the Provider with respect;
(ii) respect the Provider's professional boundaries;
(iii) follow the reasonable rules of the Program notified by the Provider; and
(iv) take responsibility for the Client's own decisions, actions and results.
(b) The Client is responsible for how the Client applies the education and coaching provided through the Program.
(c) The Client confirms that the Client is willing and able to take part in the Program, and has told the Provider anything that may affect the Client's safe participation.
(d) The Client confirms that the Client has read and understood this Agreement, has had the opportunity to ask questions, and accepts it freely.
8. FEES AND PAYMENT
(a) The Client must pay the Fee shown at the Checkout. The Fee is in Australian dollars and is inclusive of GST.
(b) The Fee depends on when the Client accepts this Agreement:
(i) for an Agreement accepted on or before 14 August 2026, the Fee is four thousand four hundred dollars ($4,400) if paid as a lump sum, or four (4) monthly instalments of one thousand two hundred and twenty dollars ($1,220) each; and
(ii) for an Agreement accepted on or after 15 August 2026, the Fee is five thousand five hundred dollars ($5,500) if paid as a lump sum, or four (4) monthly instalments of one thousand four hundred and seventy dollars ($1,470) each.
(c) The Client may choose to pay the Fee as a lump sum or by the monthly instalment plan.
(d) All payments are made through Stripe. If the Client chooses the instalment plan, the Client authorises the Provider to debit each monthly instalment automatically through Stripe on the same date each month.
(e) The Client is responsible for any currency conversion costs, bank fees, other charges and any taxes payable in the Client's jurisdiction that apply to the Client's payment.
(f) Once the Program has commenced, the Client remains liable for the whole Fee, whether or not the Client attends, takes part in or completes the Program, and whether the Client pays as a lump sum or by instalments. This paragraph is subject to clause 9.
(g) If a payment fails or is not made when due, the Provider may give the Client written notice. If the Client does not pay the outstanding amount within seven (7) days after the notice, the Provider may suspend the Client's access to the Program, and the whole of the unpaid balance of the Fee becomes immediately payable.
(h) The Provider may charge interest on any amount that is overdue at the rate fixed from time to time under the Penalty Interest Rates Act 1983 (Vic), and may recover the reasonable costs of recovering an overdue amount.
9. COOLING-OFF PERIOD AND REFUNDS
(a) The Client may cancel this Agreement within fourteen (14) days after the date the Client accepts it (Cooling-off Period) by written notice to the Provider, unless the Cooling-off Period has ended earlier under this clause.
(b) The Cooling-off Period ends earlier if, at the Client's request, the Program begins before the end of the fourteen (14) days. By selecting the option to begin the Program immediately at the Checkout, and by accessing the first coaching session or the first Program Materials, the Client asks the Provider to begin the Program during the Cooling-off Period and gives up the right to cancel under this clause once the Program begins.
(c) If the Client cancels within the Cooling-off Period, the Provider will refund the amount the Client has paid.
(d) Except where the Client cancels within the Cooling-off Period, and subject to the Client's non-excludable consumer rights, the Fee is not refundable once the Program has commenced, including if the Client changes their mind, the Client's circumstances change, the Client is unable to attend, or the Client is dissatisfied with the results.
(e) Nothing in this Agreement excludes, restricts or modifies any right or remedy the Client has under the Australian Consumer Law, or under any other consumer protection law that applies to the Client and that cannot be excluded, restricted or modified. The Client may have additional rights under the law of the country in which the Client is resident.
10. SCHEDULING
(a) If the Client is unavailable for a scheduled coaching session, the Provider is not obliged to reschedule the session or to provide a make-up session.
(b) If the Provider is unable to provide a scheduled coaching session because of illness or an emergency, the Provider will reschedule the session as soon as practicable.
11. COMMUNICATION THROUGH TELEGRAM
(a) Coaching communication is delivered through Telegram. The Client is responsible for downloading and using Telegram.
(b) Communication through Telegram is confidential only if the Client uses Telegram in a private way. The Provider is not responsible if the Client discloses personal information in a public setting, or listens to or reads the Provider's coaching in a setting that is not private.
(c) All coaching records, including voice messages and written messages, are stored by the Client on Telegram. The Client is responsible for retaining or deleting those records. The Provider is not responsible for any loss of, or loss of access to, records stored on Telegram.
12. PRIVACY AND CONSENT
(a) The Provider collects and handles the Client's personal information in accordance with the Privacy Policy, which forms part of this Agreement.
(b) The Program involves the collection and handling of sensitive information about the Client, including information about the Client's health, sexual practices and relationships. The Client consents to the Provider collecting, using and disclosing that sensitive information for the purpose of providing the Program, as described in the Privacy Policy. The Client gives this consent by accepting this Agreement at the Checkout.
(c) The Client acknowledges that the Provider may store and process the Client's personal information outside the country in which the Client is resident, including in Australia.
(d) Although the Program is not therapy, the Provider may disclose information to an appropriate person or authority if the Provider reasonably believes that disclosure is necessary to prevent a risk of harm to the Client, harm to another person, or a risk to a child.
(e) The Provider will take reasonable steps to protect the Client's personal information from misuse, interference and loss, and from unauthorised access, modification or disclosure.
13. CONFIDENTIALITY
(a) Each Party must keep confidential all Confidential Information of the other Party and must not, except with the prior written consent of the disclosing Party or as otherwise permitted by this Agreement, disclose, copy, reproduce, use or permit the use of that Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement. Each Party must take all reasonable steps to protect the confidentiality and security of the other Party's Confidential Information. The obligations in this clause do not apply to information which:
(i) is or becomes publicly available other than through a breach of this Agreement;
(ii) was lawfully known to the receiving Party before its disclosure;
(iii) is lawfully obtained from a third party without restriction; or
(iv) is required to be disclosed by law, court order or regulatory authority, provided that, where legally permissible, the receiving Party gives the disclosing Party prior notice of the required disclosure. This approach is consistent with common confidentiality drafting found in commercial confidentiality agreements.
(b) The Client acknowledges that the Program, the coaching services, all Program Materials, teachings, methodologies, frameworks, templates, tools, presentations, recordings, workbooks, processes, strategies, know-how, Intellectual Property and other content provided by or on behalf of the Provider are confidential and proprietary to the Provider.
(c) The Client must not, without the Provider's prior written consent:
(i) copy, reproduce, adapt, modify or create derivative works from any Program Materials;
(ii) record, film, photograph, screenshot, livestream or otherwise capture any coaching session, workshop, event or Program content;
(iii) distribute, publish, upload, transmit, sell, licence, disclose or make available any Program Materials or Program content to any third party;
(iv) share access credentials, links, recordings or resources provided as part of the Program; or
(v) use any Program Materials or Program content for commercial purposes or for the benefit of any third party.
(d) The Client must keep confidential any information disclosed by other participants in the Program and must not disclose, reproduce or use such information without the relevant participant's consent.
(e) The Client acknowledges that a breach of this clause may cause the Provider irreparable harm for which damages may not be an adequate remedy, and the Provider is entitled to seek injunctive or equitable relief in addition to any other rights or remedies available at law.
(f) The obligations under this clause survive termination or expiry of this Agreement.
14. INTELLECTUAL PROPERTY
(a) The Provider owns all Intellectual Property Rights in the Program and the Program Materials.
(b) The Provider grants the Client a personal, non-exclusive, non-transferable and non-commercial licence to use the Program Materials for the Client's own use during and after the Program. The Client must not reproduce, distribute, resell, teach, create derivative works from, or repurpose the Program Materials.
15. TESTIMONIALS AND CASE STUDIES
With the Client's consent, the Provider may use the Client's feedback, testimonials and de-identified case studies for marketing. The Provider will not identify the Client without the Client's separate written consent.
16. NO GUARANTEE OF RESULTS
The Provider does not guarantee any particular result from the Program. The Client's results depend on the Client's own actions and circumstances and on how the Client applies the education and coaching.
17. LIMITATION OF LIABILITY
(a) This clause applies subject to clause 9.
(b) To the extent the law allows, the Provider is not liable to the Client for any indirect or consequential loss, or for any loss arising from the Client's use of, or reliance on, the Program.
(c) To the extent the law allows, the Provider's total liability to the Client in connection with this Agreement and the Program is limited to the amount of the Fee paid by the Client.
(d) If the Provider is liable for a failure to comply with a consumer guarantee that cannot be excluded, the Provider's liability is limited, to the extent the law allows, to resupplying the relevant service or paying the cost of having it resupplied.
18. INDEMNITY
The Client indemnifies the Provider against any loss or claim reasonably incurred by the Provider arising from the Client's breach of this Agreement or the Client's misuse of the Program or the Program Materials, except to the extent the loss or claim is caused by the Provider.
19. FORCE MAJEURE
(a) Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent the delay or failure is caused by something beyond its reasonable control, including a natural disaster, fire, epidemic or pandemic, war, act of terrorism, civil disturbance, failure of a utility or telecommunications service, or government action.
(b) The affected Party must notify the other Party as soon as practicable and use reasonable efforts to limit the effect of the event.
(c) The obligations affected by the event are suspended while the event continues. If the event continues for more than thirty (30) days, either Party may end this Agreement by written notice, and the Provider will refund the part of the Fee that relates to the part of the Program that has not yet been provided.
20. TERMINATION
(a) The Provider may end this Agreement immediately by written notice if the Client:
(i) behaves disrespectfully towards the Provider;
(ii) abuses the Provider's professional boundaries;
(iii) breaches the rules of the Program; or
(iv) behaves in any other way that makes it reasonably inappropriate for the Provider to continue to provide the Program.
(b) The Provider may end this Agreement by written notice if the Provider becomes unable to continue to provide the Program, including because of illness, incapacity or other circumstances beyond the Provider's reasonable control. If the Provider ends this Agreement under this paragraph, the Provider will refund the part of the Fee that relates to the part of the Program that has not yet been provided.
(c) The Client may end this Agreement as set out in clause 9.
(d) Except where this Agreement provides for a refund, if this Agreement ends after the Program has commenced, the Client remains liable for the whole Fee and is not entitled to a refund, except for the Client's non-excludable consumer rights.
(e) The clauses that by their nature survive termination, including clauses 12, 13, 14, 17, 18, 21 and Error! Reference source not found., continue after this Agreement ends.
21. DISPUTE RESOLUTION
(a) If a dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (Dispute), arises between the Parties, a Party claiming that a Dispute exists must give written notice to the other Party setting out reasonable particulars of the Dispute.
(b) Within seven (7) days after receipt of the notice, senior representatives of the Parties with authority to settle the Dispute must confer in good faith (whether in person, by telephone or by video conference) and use reasonable endeavours to resolve the Dispute.
(c) If the Dispute has not been resolved within twenty-one (21) days after the notice is given, the Parties must submit the Dispute to mediation administered by the Resolution Institute in accordance with its Mediation Rules in force at the date of the referral.
(d) Unless otherwise agreed:
(i) the mediator will be appointed by the Resolution Institute;
(ii) the mediation will be conducted in English;
(iii) the mediation may be conducted by video conference;
(iv) each Party must bear its own costs of the mediation; and
(v) the Parties must share the mediator's fees and the mediation costs equally.
(e) The Parties must continue to perform their respective obligations under this Agreement while the Dispute is being resolved, unless the nature of the Dispute makes that impracticable.
(f) All negotiations, communications and information exchanged in connection with a Dispute and any mediation are confidential and without prejudice and must not be disclosed except:
(i) as required by law;
(ii) to obtain professional advice; or
(iii) to enforce a settlement agreement or court order.
(g) If the Dispute is not resolved within forty-five (45) days after referral to mediation, either Party may commence proceedings in a court of competent jurisdiction.
(h) Nothing in this clause prevents a Party from seeking urgent interlocutory, injunctive or declaratory relief from a court of competent jurisdiction.
22. NOTICES AND OTHER COMMUNICATIONS
22.1 Form of Notices
Unless expressly stated otherwise in this Agreement, any notice, consent, approval, waiver, offer, demand, request or other instrument or communication of any nature whatsoever required or authorised to be given or made under or arising from this Agreement (Notice) must be:
(a) in English and in legible writing;
(b) signed (including, electronically or by hand) by the person giving the Notice or, on its behalf by any attorney, director, secretary, other duly authorised person or solicitor of such Party;
(c) sent to the email address of the person to whom it is given, and in the case of the Client their email address provided at Checkout or to any substitute address last notified by that Party pursuant to clause Error! Reference source not found..
22.2 Serving Notices
A Party may only serve a Notice on another Party by subject to clause 0 sending it by email to:
(a) in the case of the Provider, #email address#; or
(b) in the case of the Client their email address provided at Checkout,
or to any substitute address last notified by that Party to the other Party.
22.3 Receipt of Notice
A Notice given under clause 22.2 is received on the later of the date and time specified in the Notice and the date and time of deemed receipt pursuant to this clause 22.3. A Notice is deemed to have been given and received if sent by email, on the day the email is sent unless:
(a) a notice of non-transmission is received, in which case the Notice is deemed not sent; or
(b) the sender receives an out of office reply that states the recipient is out of the office until a later date, in which case the Notice will only be taken to be given on that later date,
provided that if, in accordance with the above provisions, the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee's time) on a Business Day, the Notice will be deemed to be received at 9.00am on the next Business Day.
23. GENERAL
23.1 Alteration of Agreement
This Agreement may not be varied or modified except in writing and signed by the Parties and will be effective only to the extent for which it was given.
23.2 Costs
Except as expressly stated otherwise in this Agreement, each Party must pay its own legal and other costs and expenses of negotiating, preparing, executing and delivering this Agreement and performing its obligations under this Agreement.
23.3 Further Assurances
Each Party will, and will procure that its servants and agents will:
(a) execute, and deliver, all documents and do all acts and things as may reasonably be required by any other Party to carry out and give full effect to the terms and transactions set out in this Agreement, at its own cost; and
(b) refrain from doing any act or thing which may unreasonably hinder the performance of this Agreement.
23.4 Waiver
(a) Waiver of any right, power, authority, discretion or remedy under this Agreement must be in writing and signed by the Party granting the waiver and the waiver is effective only to the extent for which it is specifically made or given.
(a) A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy conferred upon a Party by this Agreement does not operate as a waiver of that right, power, authority, discretion or remedy. The exercise of any right, power, authority, discretion or remedy conferred upon a Party by this Agreement does not preclude any other or further exercise of it or the exercise of any other right, power, authority, discretion or remedy under this Agreement.
(b) No waiver of any right under this Agreement nor failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy conferred upon a Party by this Agreement will affect the rights of a Party under this Agreement and all the rights and powers of that Party will remain in full force and effect notwithstanding any such waiver, failure or delay in exercise, or partial exercise of the right, power, authority, discretion or remedy.
23.5 Entire agreement
(a) The Parties acknowledge and agree that this Agreement and the Privacy Policy:
(i) constitute the sole and entire agreement between the Parties with respect to their subject matter; and
(ii) all prior or contemporaneous oral or written negotiations, understandings, representations, warranties, guarantees or other terms or conditions concerning the subject matter not contained or recorded in the aforementioned document(s) is of no force or effect unless contained in a subsequent document signed by the Parties.
(b) No explanation or information provided by any Party to another Party:
(i) affects the meaning or interpretation of this Agreement; or
(ii) constitutes any collateral agreement, warranty or understanding between any of the Parties unless otherwise agreed by the Parties in writing.
(c) Each Party acknowledges that they have not been induced to enter into this Agreement by any representation, oral, written or by conduct, nor any arrangement, promise, warranty or undertaking, unless expressly agreed in this Agreement.
23.6 Invalid or unenforceable provisions
If a provision of this Agreement is illegal or unenforceable in any relevant jurisdiction, it is to be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending part) is to be severed from this Agreement for the purposes of that jurisdiction without affecting the enforceability of the other provisions of this Agreement.
23.7 Assignment
Except as otherwise provided in this Agreement:
(a) the Client must not transfer or assign or grant any security over any of its rights or obligations under this Agreement to any other person without the prior written consent of the Provider;
(b) the Provider may transfer or assign or grant any security over any of its rights or obligations under this Agreement to any other person without the consent of the Client;
23.8 No Merger
Except as expressly provided elsewhere in this Agreement, the terms of this Agreement do not merge on performance of any obligation or on the completion of any transaction contemplated by this Agreement.
23.9 Continuing Operation
The provisions of this Agreement remaining to be performed or capable of having future operation (including any indemnity, covenant, warranty, confidentiality obligation or dispute resolution process) continue in force despite this Agreement has otherwise been fully performed, terminated or expired.
23.10 Relationship of the Parties
Except where expressly stated in this Agreement, nothing in this Agreement constitutes or creates a relationship of employment, trust, agency, joint venture or partnership between any of the Parties and no Party has any authority to bind another Party legally or equitably.
23.11 Time is of the Essence
Time is of the essence of this Agreement, as to both dates and periods mentioned and as to any dates or periods substituted for them in accordance with any agreement between the Parties.
23.12 Compliance with Laws
Each Party must comply with the terms of this Agreement and ensure that it complies with all applicable laws and obtains and keeps in effect all permits, approvals, registrations, accreditations, permits, memberships and licences required under, or in connection with, this Agreement.
23.13 Third Party Rights
Subject to clause 23.7, a person who is not a Party to this Agreement has no right to enforce any provision of this Agreement or to obtain any benefit under it.
23.14 Authority to date and complete
The Client authorises the Provider (or its solicitors or representatives) to fill in any dates, other blanks and complete any particulars in this Agreement or a document connected with this Agreement, to give effect to the relevant document.
23.15 Governing Law and Jurisdiction
(a) This Agreement is governed by and construed in accordance with the laws in force in the State of Victoria, Australia.
(b) Each Party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the State of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement.
(c) Despite the choice of Victorian law, the Client may have rights under the law of the country in which the Client is resident that cannot be excluded.
By selecting I agree and completing your purchase at the Checkout, you confirm that you have read, understood and agree to this Agreement.
