1.These contractual terms apply between Flex Careers Pty Ltd (ACN 603 858 706) (Flex Careers) and the party that applies to be a FlexCoach on the FlexCoach Platform (You). By submitting your application and clicking ‘I Agree’, You agree to the contractual terms of this agreement.
2.To be eligible to be a FlexCoach on the FlexCoach Platform, You must:
a.be an experienced coach, with the requisite levels of qualifications and training in each of the areas of expertise that You apply for;
b.be 18 years or over, not be subject to any corporate insolvency event or individual bankruptcy event, not be subject to any ongoing criminal proceedings or have any criminal convictions that would deem your appointment as a FlexCoach unsuitable, in Flex Careers’ sole discretion;
c.fully complete the application process, uploading all required information, a photo of You and supporting documents required in the application process;
d.pay the subscription fee in advance, in accordance with section 5 below; and
e.contribute at least one blog article per calendar month to the Flex Careers Community.
3.Flex Careers will have sole discretion to accept, reject or place your application on hold for a period of time. Flex Careers may require you to edit your application where it deems necessary before accepting it.
4.If your application is accepted, Flex Careers will upload the information You have given in your application to the FlexCoach Platform. Flex Careers will host your bio page on the FlexCoach Platform and will promote your bio page and those of its other Coaches to the Flex Careers Community database of potential customers, using social and digital media channels, as Flex Careers deems appropriate.
5.In consideration for providing the FlexCoach Platform and promotion of your bio page, You must pay the subscription fee set out in the application process. You have the option to pay an annual subscription fee or a monthly subscription fee. The subscription fee may be amended by Flex Careers at any time on giving You written notice. If You do not agree to any such change, then You may terminate this agreement pursuant to section 16.c, in which case the change will not apply during the termination period.
6.You must provide your credit card details and select a payment plan as part of your application. You must also ensure You have sufficient funds in your nominated account to pay each of the monthly subscription fees or the annual subscription fees, as applicable, on the due dates for payment.
7.Flex Careers will endeavour to maintain the FlexCoach Platform on the Internet at all times (except for periodic planned maintenance), but given the inherent nature of the Internet, Flex Careers gives no guarantee, warranty or other promise regarding the uptime or performance of the FlexCoach Platform.
8.Flex Careers will promote your bio page through to the Flex Careers Community database of potential customers, in a manner deemed appropriate by Flex Careers, but Flex Careers gives no guarantee, warranty or other promise about the amount of new business or repeat business You will receive through the FlexCoach Platform, particularly given You will be in competition with other Coaches on the FlexCoach Platform, and because your success will depend on your bio, which is created using the information You have provided, and because your success will depend on your owns skills and effort and the personal circumstances of the customer.
9.If a potential customer from the FlexCoach Platform contacts You, You must offer to provide them with a 30 minute Chemistry Session free of charge to assist them in deciding whether they want to proceed to enter into a coaching relationship with You.
10.Once a customer from the FlexCoach Platform has chosen You, You will manage the relationship directly with the customer. It will be your sole responsibility to manage that relationship, including when and how You are paid. Flex Careers will not be responsible for the non-payment of your coaching fees or for any other aspect or liability emanating from that relationship.
11.The FlexCoach Platform will give each customer who uses your coaching services the opportunity to rate You as a FlexCoach and leave comments for other potential customers who access the FlexCoach Platform to see. Flex Careers is not the author or publisher of these ratings or comments, and You agree Flex Careers is not in any way responsible to You in connection with any of those ratings or comments. If You feel aggrieved by any comment or rating made about You on the FlexCoach Platform, then You must inform Flex Careers and provide supporting reasons for your grievance. Where Flex Careers deems it appropriate, it will remove any ratings or comments that are defamatory or untrue, in its sole discretion.
12.You warrant and represent to Flex Careers, at the time your application is made and on each day your bio is available on the FlexCoach Platform, that:
a.You have read and understood and accepted this agreement and had the opportunity to seek your own independent legal advice on the nature and effect of this agreement;
b.the information You have provided to Flex Careers is true and accurate and is not misleading or deceptive in any and all respects;
c.You are not subject to any corporate insolvency event or individual bankruptcy event; and
d.You are not subject to any criminal proceedings and do not have any criminal convictions.
13.As a FlexCoach, You must, at all times:
a.provide professional advice and support to the customer in a timely manner to assist the customer to achieve their needs and goals;
b.treat customers and Flex Careers staff with respect and courtesy;
c.communicate professionally, openly and in a timely manner with the customer and with Flex Careers staff;
d.protect the privacy and confidential information of the customer and of Flex Careers;
e.not bring Flex Careers, or any of their officers or staff or any other FlexCoach, into disrepute;
f.follow any reasonable direction made by or on behalf of Flex Careers regarding your FlexCoach role; and
g.comply with all applicable laws relating to the provision of your coaching services.
14.You must provide your draft blog material before the end of each calendar month in which it is due. The blog material must adhere to any topic request made by Flex Careers and be of a sufficient professional standard to be published on the FlexCoach Platform. The blog material must also adhere to guidelines issued by Flex Careers from time to time and not infringe the intellectual property rights of or defame any third party. Flex Careers may reject a draft blog or require it to be edited, in its sole discretion.
15.You grant Flex Careers a non-exclusive, perpetual, irrevocable, royalty and fee free, worldwide licence to use, reproduce, modify, develop and otherwise exploit the intellectual property rights in any blog material You provide. Flex Careers agrees to attribute You as the author of any blog material that is published on the FlexCoach Platform, but You otherwise waive any moral rights that You have in the blog material You supply.
16.You agree to indemnify and keep indemnified Flex Careers against any and all losses, expenses and damages, liabilities and costs (including legal costs on a solicitor-client basis) sustained or incurred by Flex Careers, arising as a consequence of or in connection with:
a.any information or material You provide Flex Careers pursuant to this agreement;
b.any breach of the intellectual property rights or any third party;
c.your role, your acts and your omissions as a FlexCoach; and
d.any breach of this agreement by You.
17.This agreement can be terminated:
a.by Flex Careers on written notice to You, if You breach any provision of these contractual terms and that breach is either not capable of being remedied or is capable of remedy and is not remedied by You within 5 business days of the issue of a written notice from Flex Careers to You requesting that remedy;
b.by You on written notice to Flex Careers, if Flex Careers becomes subject to an corporate insolvency event; and
c.by either Flex Careers or You providing the other party with written notice of at least 20 business days.
18.On termination of this agreement:
a.Flex Careers will remove your bio page from the FlexCoach Platform;
b.your access to the FlexCoach platform will end;
c.your right to coach a customer provided under the FlexCoach Platform will end, and you undertake not to continue to coach that customer without the prior written consent of Flex Careers;
d.any amounts that have accrued and not been paid by You to Flex Careers under this agreement by the date of termination must be paid by You to Flex Careers within 3 business days of the date of termination;
e.any accrued rights of a party prior to termination will remain enforceable against the other party;
f.all obligations that have yet to be performed under this agreement by a party will end, except those obligations under sections 6, 12.d, 12.e, 14, 15, 17, 18, 19, 20 and 23 that will continue to bind the parties after the date of termination;
g.You will not be entitled to any compensation or other damages for the loss of your rights under this agreement, including the remainder of any annual subscription fee.
19.All amounts payable under this agreement are exclusive of GST.
Where a taxable supply is made under this agreement, the party making that supply must provide a tax invoice to the recipient of that supply and the recipient of that supply must pay the applicable GST to the party making that supply at the same time as paying the consideration for that supply.
20.Each party undertakes to the other party to keep the confidential information of the other party confidential and not to disclose it to any other person, except as required by law or as permitted under this agreement or with the other party’s prior written consent.
21.A notice given under this agreement must be delivered by sign-for post to the party’s registered office (for a body corporate) or home address (for an individual). A notice may also be emailed at the same time. A notice will be delivered on actual receipt, except delivery will be deemed to take place on the next business day if a notice is received out of business hours or on a non-business day.
22.You agree not to induce or solicit any customers, suppliers or employees of FlexCareers to deal with you in any way that may be deemed as competitive with, and against the interests of, FlexCareers.
23.You cannot transfer any of your rights, remedies, liabilities or obligations arising under this agreement to a third party without the prior written consent of Flex Careers.
24.This agreement replaces any previous agreements between the parties. Each party agrees this agreement is the entire agreement and that no further terms will apply between the parties, including your procurement, purchase order or other terms of business. You waive any right to claim any such other terms will apply between the parties.
25.This agreement is governed by and must be construed in accordance with the laws of New South Wales and each party submits to the courts of New South Wales, on a non-exclusive basis.
26.In this agreement, reference to a person refers to a natural person or any entity, body, trust or government agency recognised by law; any reference to a party to this agreement, includes its successors and permitted assigns; any reference to a business day is a day that is not a Saturday, Sunday or public holiday in New South Wales; any reference to any agreement or document includes that agreement or document as amended at any time; and the use of the word including is not to be taken as limiting the meaning of the words preceding it.