TERMS AND CONDITIONS

1.  ACCEPTANCE
   • The Services and educational content provided in this Agreement are outside the scope of any professional registration as a Registered Nurse. These Services are not endorsed, regulated, or affiliated with the Australian Health Practitioner Regulation Agency (AHPRA).
   • The Course is provided for personal educational use only and does not confer any professional certification, accreditation, or qualification. All Course materials remain our intellectual property and may not be copied, reproduced, distributed, resold, or shared without our express written consent. Access to the Course is non-transferable and subject to compliance with these Terms.
   • These Terms are between the Parties set out in the Schedule, being us our successors and assignees, (referred to as “we”, “us”, “our” or “Company”), and you (referred to as “you” or “your”), and collectively the Parties.
   • You have requested the Services set out in the attached Schedule (Services). You agree and accept that these Terms and Conditions (Terms) form the agreement (Agreement) under which we will supply Services to you for the Term. Please read the Terms carefully. Please contact us if you have any questions.
   • You accept this Agreement by:

• signing and returning this Agreement;
• confirming in writing including by email that you accept the Schedule;
• allowing us to proceed with the Services; or
• making part or full payment for the Services, by the methods set out in our Schedule or our tax invoice to you (Invoice).
  • You acknowledge and agree that your participation in the Services is entirely voluntary, and you assume full responsibility for any risks, known or unknown, arising from your use of the educational content.
  • By purchasing and accessing the Services, you confirm that you have read and understood these Terms and Conditions, and you waive any claims against us related to the use or application of the Services.

2.  OUR SERVICES
   • The educational programs and Services offered under this Agreement are independently provided by us and are not recognised, endorsed, or affiliated with AHPRA.
   • We are providing these educational Services in a personal capacity and not as registered health practitioners. Our professional registration as Registered Nurses does not apply to the delivery of these Services.
   • If set out in the Schedule, we will not commence performing our Services until you have paid the first instalment of our Fees.
   • Refunds: To the extent permitted by law, we do not offer refunds of any kind for Services performed, unless otherwise agreed between Parties.
   • We agree to perform the Services set out in the Schedule with due care and skill for the Term.
   • We may provide the Services to you using our employees, contractors and third-party providers and they are included in these Terms.
   • When you engage third parties that are neither our employees nor contractors we have directly appointed, their services or products fall under your oversight. We bear no liability for the outcomes or quality of the services or products provided by these independent third parties.
   • We may refer you to a GP or mental health professional and suspend Services until we feel reasonably necessary in our sole discretion.
   • The Services are intended for informational and educational purposes only and are not intended to provide medical, nursing, or other professional health advice. The information provided does not replace consultation with a qualified healthcare provider.
   • You acknowledge that any reliance on the information provided in the Services is at your own risk and that we are not liable for any actions taken based on such information.
   • We reserve the right to modify, update, or discontinue any aspect of the Services at any time, without prior notice, at our sole discretion.
3.  YOUR COMMITMENT TO US
   • You warrant that throughout the term of this Agreement that:

• you will actively participate and engage in the Services;
• there are no legal restrictions preventing you from agreeing the Terms;
• you will cooperate with us and provide us with information and comply with requirements in a timely manner, as requested by us from time to time, that are reasonably necessary to enable us to perform the Services;
• you will not infringe any third-party rights in working with us and receiving the Services;
• you will inform us if you have reasonable concerns relating to our provision of Services under the Terms, with the aim that we and you will use all reasonable efforts to resolve the concerns; and
• you are responsible for obtaining any consents, and permissions from other parties necessary for the Services to be provided, and for providing us with the necessary consents and permissions.
  • You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior twelve (12) month period.

4.  PRICE, INVOICING AND PAYMENT
   • You agree to pay us the amounts set out in the Schedule. All amounts are stated in Australian dollars.  All amounts exclude Australian GST (where applicable).  Payment may be made by way of credit card or other payment methods as set out in our Quote when purchasing our Services.
   • You agree to pay our Invoices by the payment date set out on the Invoice. If you do not pay by the payment date (including any other services we have provided to you), we may cease to provide the Services to you until we receive payment.
   • We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
   • If invoices are unpaid after the payment date, we reserve the right to take steps to recover any outstanding professional fees and outlays owing to us. In the event of non-payment, we have the right to engage debt collection services for the collection of unpaid debts, the right to commence legal proceedings for any outstanding amounts owed to us and the right to take any other adverse action against you as we consider appropriate. If any action is required to recover amounts owing to us (including without limitation issuing and receiving any correspondence, commencing court proceedings, taking enforcement action and so on), you acknowledge and agree that you are liable for and must pay all costs including without limitation debt collection, commission, charges, costs and any out-of-pocket expenses (including all legal costs and legal fees on an indemnity basis and all fees charged by counsel).You agree to indemnify us against any costs we may incur in recovering payment of any unpaid invoices.
   • If you fail to make a scheduled payment for the Services, your access may be suspended or revoked until payment is made in full.
   • All digital course sales are final. Due to the nature of online content, we do not offer refunds once the course materials have been accessed, except where required by Australian Consumer Law.
   • If a refund is issued at our sole discretion, we may deduct reasonable administrative costs or third-party processing fees incurred.
5.  VARIATIONS
   • Our Services cover the scope set out in the Schedule.
   • If during the course of our engagement there are changes in the specifications of the Services, the changes will be treated as a Variation.
   • Where a Variation occurs we reserve the right to suspend the services and review the Service Fees.
   • We have discretion as to whether we perform this work and whether an adjustment to the Fee may be required in respect of the same, or if we are unable to accommodate for such Variation, we may request that we be paid for Services performed to date and terminate this Agreement.
   • If we agree to perform any Variation, then we will inform you of the additional costing (Variation Fee). You need to approve, in writing, the Variation and Variation Fee, before we commence services.  We will invoice you accordingly for the Variation upon receipt of your approval.
6.  DISCLAIMERS
   • These Terms relate to the Services provided by the Company. Please note that all information and content provided during the Services, including but not limited to videos, lectures, workshops, materials, and resources, are intended solely for educational purposes. Nothing in the Services provided constitutes medical advice, diagnosis, treatment, or recommendation for medical care.
   • Participants acknowledge and agree that:

• the Services are not a substitute for professional medical advice, diagnosis, or treatment;
• any medical-related questions should be directed to qualified healthcare professionals;
• the Services may reference third-party materials and resources; the Company is not responsible for the accuracy, reliability, or validity of these external resources;
• the Company makes no guarantees regarding the results or outcomes arising from participation in the Services;
• participants should consult their own healthcare providers before making any medical decisions based on the information provided in the Services; and
• the Services do not establish a professional-client relationship between participants and the Company or its representatives.
  • You acknowledge that completing the Course does not:
• Qualify you as a registered or certified healthcare professional;
• Authorise you to provide medical or nursing services;
• Replace formal training required for employment in the healthcare sector.
  • We make no guarantees or warranties regarding the applicability or acceptance of this Course by employers, licensing bodies, or educational institutions.
  • You must not use the Course content to provide medical or end-of-life care without the necessary training, certifications, and regulatory approvals required by law.
  • You acknowledge that results from the Course may vary, and we do not guarantee any specific outcomes, employment opportunities, or skill improvements.
  • This clause will survive the termination or expiration of these Terms.

7.  OUR INTELLECTUAL PROPERTY
   • We own the Intellectual Property rights in:

• our pre-existing Intellectual Property, including but not limited to copyright which subsists in all creative and literary works incorporated into our pre-existing Intellectual Property; and
• intellectual Property that we create during the course of the Services, including but not limited to copyright which subsists in all creative and literary works in all Intellectual Property that we create during the course of the Services;
  unless we assign or transfer this to you. This Intellectual Property is protected by Australian and international laws.
  • Nothing in these Terms constitutes an assignment or transfer of our Intellectual Property rights, or a right to use our Intellectual Property, whether registered or unregistered, except as stated in these Terms or with our written permission.
  • You must not breach our Intellectual Property rights by, including but not limited to:
• altering or modifying our Intellectual Property;
• creating derivative works from the Intellectual Property; or
• using our Intellectual Property for commercial purposes such as on-sale to third parties.
  • This clause will survive the termination of these Terms.

8.  FEEDBACK AND DISPUTE RESOLUTION
   • Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact us.
   • If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

• The complaining Party must tell the other Party in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet (virtually) in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
• If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complaining Party will ask the Law Society of VictoriaVictoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute and will be equally responsible for the costs of the mediator.
  • Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

9.  CONFIDENTIAL INFORMATION
   • We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.
   • You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.
   • These obligations do not apply to Confidential Information that:

• is authorised to be disclosed;
• is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;
• is received from a third party, except where there has been a breach of confidence; or
• must be disclosed by law or by a regulatory authority including under subpoena.
  • This clause will survive the termination of these Terms.

10.  TERMINATION
    • If either Party commits a remediable breach of these Terms and does not remedy the breach at its cost within a reasonable time after receiving written notice of the breach from the other Party, then the Parties agree to engage in the dispute resolution process set out in clause 2 in the first instance. If the dispute is not resolved after following that process, then either Party may terminate these Terms at any time upon written notice to the other Party.
    • We may terminate these Terms immediately upon written notice to you, if:
      • you commit a non-remediable breach of these Terms;
      • you fail to provide us with clear or timely instructions to enable us to provide the Services;
      • we, acting reasonably, consider that our working relationship has broken down including a loss of confidence and trust;
      • for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required timeframe; or
      • you fail to pay an invoice by the due date.
    • You may terminate these Terms immediately upon written notice to us if:
      • we commit a non-remediable breach of these Terms; or
      • either Party, acting reasonably, consider that our working relationship has broken down including a loss of confidence or trust.
    • To the extent permitted by law, on termination of these Terms in accordance with clause 2 or clause 9.3 you agree that any payments made are not refundable to you to the extent of all Services provided prior to termination, including Services which have been performed and have not yet been invoiced to you.
    • If you terminate this Agreement, you must pay for all Services provided prior to termination (and until completion of the then current billing cycle if applicable), including any Services which have been performed and have not yet been billed to you.
    • On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
    • On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property.
    • On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to the Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
    • The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
11.  CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
    • Service Standard: We will provide the Services with due care and skill, the Services will be fit for the purpose that we advertise, and we will supply the Services within a reasonable time.
    • ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010(Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
    • Statutory Rights: Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Services is governed solely by the ACL and these Terms.
    • Warranties: Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind.
    • Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services, where it is affected by your delay in response or supply of incomplete or incorrect information.
    • Referrals: We may provide you with contact details of third-party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third-party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services.
    • Availability: To the extent permitted by law, we exclude liability for:

• the Services being unavailable; and
• any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
  • Disclaimers: To the extent permitted by law we disclaim all responsibility and liability for:
• any time lost as a result of you entering the session late;
• any errors or omissions in the program materials;
• products or services you purchase from a third party;
• any inaccurate or misleading information provided during the Services and any reliance by you on any such information;
• any information that you may rely on as specific medical advice;
• any technical difficulties that may affect the online sessions and/or recordings;
• any lost or corrupted recordings;
• any indirect, special or Consequential Loss arising from any breach of these Terms;
• any direct or indirect Loss from your participation in the Services; and
• results experienced by each client may significantly vary.
  • Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates. Our total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms and pursuant to the Schedule for the 12-month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
  • This clause will survive the termination of these Terms.

12.  INDEMNITY
    • You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:

• any information provided by you to us that was not accurate, up to date or complete or was misleading or a misrepresentation;
• your breach of these Terms;
• your reliance on our Services as medical advice;
• any claims made against us due to your reliance on Course information in a professional or healthcare setting;
• any misuse of the Services by you, your employees, contractors or agents; and
• your breach of any law or third-party rights.
  • We are liable for and agree to indemnify, defend and hold harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
• any information provided to you by us that was not accurate, up to date or complete or was misleading or a representation;
• our breach of these Terms;
• any defect or omission in the Services from or by us, our employees, contractors or agents;
• our breach of any law or third-party rights in connection with our provision of the Services to you.
  • The Parties agree to co-operate with each other (at their own expense) in the handling of disputes, complaints, investigations or litigation that arises as a result of these Terms.

13.  GENERAL
    • Online Course Access: You are granted access to the online course for a period of 12 months from the date of purchase. After this period, your access may be revoked unless otherwise agreed.
    • Suspension: We reserve the right to terminate or suspend access to the Course if we detect unauthorized sharing, reselling, or breach of these Terms.
    • Personal Use: Course materials, including videos, PDFs, and other resources, are for personal use only and may not be distributed, copied, or shared without our written consent.
    • Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
    • Publicity: You consent to us stating that we provided Services to you, including but not limited to using any session recordings, photographs or videos and mentioning you on our website, social media platforms and in our promotional material, unless you give us written notice that you withdraw your consent in this regard.
    • Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
    • GST: If and when applicable, GST or other foreign equivalent payable on our Services will be set out on our Invoices. By accepting these Terms you agree to pay us an amount equivalent to the GST or other foreign equivalent imposed on these charges.
    • Relationship of parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, employer-employee or psychologist-patient.                     
    • Assignment: The Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).             
    • Severance: To the extent permitted by law, if any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.            
    • Force Majeure: Neither Party will be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond their reasonable control.
    • Jurisdiction & Applicable Law: These terms are governed by the laws of Victoria and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.
    • Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
14.  DEFINITIONS
    • Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
    • Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".
    • Consequential Loss means any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, goodwill, reputation, publicity, date or use;
    • Course means the online educational program offered by us, as described in the Schedule, including but not limited to all associated content, materials, videos, written guides, workbooks, templates, resources, assessments, discussion forums, and any other digital or interactive elements provided as part of the program.
    • GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations, or other foreign equivalent.
    • Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
    • Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory;
    • Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
    • Term means the term set out in the Schedule.