SLOCOACH Enterprise - Partner Terms of Service
These Partner Terms of Service (“Terms”) describe your and Slocoach’s respective legal rights and obligations with regard to your use of the Slocoach Enterprise SAAS Platform (“Platform”). Please read them carefully. If you can’t agree to our terms, you can’t use, or must cease using, the Platform.
1. Access to the Platform
To access the Platform you are required to have first legally executed an Order purchasing a Subscription. Following Slocoach’s receipt of such Order, it will proceed to provide to you unique credentials to access your account, at which point the Platform is deemed delivered and accepted by you. Security of the credentials provided and the account generally from this point forward, is your responsibility.
2. Subscription Grant and Restrictions
2.1 Subject to your ongoing compliance with these Terms and any Order issued pursuant to them, Slocoach grants to you access to the Platform on a non-exclusive basis to use for your normal business purposes.
2.2 You are responsible for all use, supervision, management, actions and control of any parties accessing the Platform directly or indirectly via the access you have been provided.
2.3 You are responsible for all Content on your account on the Platform.
2.4 Except as otherwise expressly permitted under these Terms, you must not (and must not allow any third party) to:
a. reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Platform or any portion thereof;
b. distribute, transfer, grant sub-licenses or sub-subscriptions to, or otherwise make available the Platform or any portion thereof to third parties, including as an application service provider, service bureau, or rental source, unless otherwise authorised in writing by Slocoach;
c. embed or incorporate in any manner the Platform into your other applications or those of third parties other than as authorised in the Documentation;
d. create modifications to or derivative works of the Platform;
e. reproduce the Platform;
f. attempt to modify, alter, or circumvent any subscription control and/or protection mechanisms, including security or subscription checking mechanisms, within the Platform;
g. use or transmit the Platform in violation of any applicable law, rule, or regulation;
h. demonstrate the Platform to an actual or potential competitor of Slocoach;
i. access, use, or copy any portion of the Platform with the objective of directly or indirectly developing, promoting, distributing, selling, or supporting any product or service that replicates that of the Platform or is competitive with the Platform; or
j. remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink, or other designation included on any display screen within the Platform in respect of Slocoach.
3. Your Obligations
3.1 You will be responsible for the compliance of each user who accesses the Platform indirectly or directly via your credentials or account, with:
a. the Terms, and
b. all applicable laws, rules or regulations as may be in effect during your Subscription. You will be responsible for loss, damage and/or liabilities incurred by Slocoach as a result of failure to comply with this clause.
3.2 You are responsible for procuring, installing, configuring, and maintaining any hardware, connections, links and the like sufficient to satisfactorily operate the Platform, as set forth in the Documentation.
3.3 You acknowledge that the Platform, despite Slocoach’s reasonable efforts otherwise, may not always be completely error-free and provided without interruption. Consequently, you should keep in force throughout the term of your Subscription (and beyond where applicable) appropriate insurance against any loss that may be suffered in the event of failure, defect or error in the Platform. Slocoach is not liable for any loss suffered by the Partner as a result of a failure to comply with this requirement.
4. Slocoach’s obligations
4.1 Slocoach, or its third-party hosting provider, will establish and maintain commercially reasonable administrative, physical, and technical safeguards designed to:
a. protect the security and confidentiality of the Platform;
b. protect against anticipated threats or hazards to the security or integrity of the Platform; and
c. protect against unauthorised access to or use of the Platform.
4.2 In accordance with these obligations, Slocoach will periodically update, upgrade or perform maintenance on the Platform for reasons including increased functionality and addressing its obligations under these Terms. In exceptional circumstances, such may need to be undertaken at short notice. Slocoach will use reasonable efforts to advise you in advance where it is likely to impact the functionality of the Platform. You are responsible for ensuring any such changes are not negated by any integrations that may be in operation.
5. Reasonable use
5.1 In addition to all other requirements of these Terms, Slocoach reserves the right to monitor usage of the Platform, including for performance and product improvement purposes. If your usage of the Platform is deemed excessive by Slocoach in its reasonable opinion, Slocoach will advise you of possible remedies.
6. Fees and Payment
6.1 You agree to pay the Fees specified in the Order together with any applicable taxes without set-off, deduction or withholding, on the terms shown on a correctly rendered invoice issued pursuant to that Order. Failure to do so:
a. may result in Slocoach terminating your access to the Platform without notice;
b. may attract cumulative interest on outstanding amounts due at 2 percent per month above the Corporate Overdraft Reference Rate of the Commonwealth Bank of Australia, and
c. constitutes a breach of these Terms.
6.2 Slocoach, at its discretion, may seek to verify your compliance with these Terms including reasonably requesting information from you to facilitate such, on reasonable notice.
6.3 Slocoach will not increase Fees in the first 12 month period however thereafter reserves the right to do so at it’s discretion on no less than 30 days written notice to you.
6.4 During the term of a Subscription you may require professional services, training or the like. Such additional services will be discussed and agreed with you in advance of their provision, and subject to separate terms to be agreed between us.
7. Goods and Services Tax (GST)
7.1 In this clause, terms used have the meaning given to them by the GST Law as defined in Section 195-1 of the A New Tax System (Goods and Services Tay) Act 1999 (the “GST Act”).
7.2 If a party to these Terms (the “Supplier”) makes a supply under or in connection with these Terms and is liable by law to pay GST on that supply, the consideration otherwise payable by the recipient of the supply will be increased by an amount equal to the GST paid or payable by the Supplier.
7.3 If these Terms require a party to pay for, reimburse or contribute to any expense, loss or outgoing ("reimbursable expense”) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party is the amount of the reimbursable expense net of any input tax credit or reduced input tax credit to which the other party is entitled in respect of the reimbursable expense.
7.4 If a party to these Terms has the benefit of an indemnity for a cost, expense, loss or outgoing (“indemnified cost”) under these Terms, the indemnity is for the indemnified cost net of any input tax credit or reduced input tax credit to which that party is entitled in respect of the indemnified cost.
7.5 Each party agrees to do all things, including providing tax invoices and other documentation that maybe necessary or desirable to enable or assist the other party to claim any input tax credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any supply under these Terms.
8.1 Except as otherwise provided within these Terms, a party must not, without the prior written approval of the other party, disclose the other party's Confidential Information. A party is not in breach of this clause:
a. in circumstances where it is legally compelled to disclose the other party's Confidential Information; or
b. if it discloses Confidential Information (other than of a technical nature) to its related companies, solicitors, auditors, insurers, and accountants or in the case of Slocoach, to third parties solely for the purposes of performing these Terms.
8.2 Each party must take all reasonable steps to ensure that its employees, agents, and sub-contractors do not make public or disclose the other party's Confidential Information, and each party agrees to promptly notify the other party of any unauthorised access to or disclosure of such Confidential Information.
8.3 The receiving party agrees that any breach of this clause may cause irreparable harm to the disclosing party and such disclosing party shall be entitled to seek equitable relief in addition to all other remedies provided by these Terms or available at law.
9.1 Subject to clauses 9.2 and 9.4 and otherwise to the extent permitted by law:
a. the total aggregate liability of Slocoach to you for loss or damage arising from or in relation to these Terms, whether arising from breach of contract, tort (including negligence), in equity or otherwise, is limited to the Subscription paid for the 12-month period immediately preceding the event first giving rise to the loss or damage;
b. Slocoach is not liable to the Partner and the Partner has no right of set-off, for:
i. any loss of data, goodwill, interest, revenues, profits, contracts, or any inaccuracy of data; or
ii. any indirect, special, incidental, consequential, exemplary, punitive, or aggravated damages or loss; or
iii. any internal costs and expenses (whether direct or indirect) howsoever incurred, arising from the negligence of, or any breach of these Terms by, Slocoach or its Representatives even if Slocoach has been advised of the possibility that such damages may occur;
c. Slocoach is not liable for loss or damage arising from third-party products or services.
9.2 Nothing in these Terms limit Slocoach's liability to an individual for death or personal injury caused by a negligent or wilful act or omission of Slocoach or its Representatives.
9.3 No warranty, condition, or term (“term”) applies to these Terms unless it is set out in these Terms or is implied by law and cannot be excluded, modified, or restricted. Without limiting clause 9.4:
a. the Platform is supplied on an “as is” basis; and
b. the Platform is suitable for use in Australia only. If the Partner intends to use the Platform in, or in relation to, any other jurisdiction it does so at its own risk.
a. any term is implied into these Terms by law, and the law prohibits the exclusion, restriction or modification of that term or liability under it, then that term shall be deemed to be included in these Terms, or
b. a statutory guarantee applies to goods or services supplied under these Terms
then, to the extent permitted by law, Slocoach's liability for breach of that term or guarantee is limited to (at Slocoach's option) re-supplying the Platform.
9.5 You will at all times indemnify and hold harmless Slocoach and its Representatives from and against any loss, costs (including reasonable legal costs and expenses) or liability incurred or suffered by Slocoach or its Representatives arising from any proceedings against Slocoach or its Representatives where such loss, costs or liability was caused by:
a. a breach by you of your obligations under these Terms;
b. any wilful, unlawful or negligent act or omission by you or your Representatives; or
c. a claim by a third party alleging an infringement of that third party's Intellectual Property Rights if such infringement relates to an act or omission by you, your Representatives, or any person in your control.
10. Term and Termination
10.1 The term of the Subscription is shown in the Order.
10.2 Either party may terminate these Terms effective upon written notice if the other party has an Event of Insolvency.
10.3 Slocoach may terminate any Subscription effective upon written notice if:
a. Slocoach is required to do so by law; or
b. the provision of the Subscription to you is, in the reasonable opinion of Slocoach, no longer commercially viable or has become impractical or unfeasible.
10.4 Termination with notice
Termination by you
a. Prior to the expiry of 12 months from your Subscription commencing, you may terminate your Subscription for any reason. Any Fees paid in advance are non-refundable.
b. Thereafter, you may terminate your Subscription:
i. if Slocoach breaches these Terms and fails (or is unable) to cure the breach following 30 days’ written notice, or
ii. for any other reason by providing Slocoach with 60 days written notice.
Termination/Suspension by Slocoach
Slocoach may, at its discretion, suspend all Subscriptions provided to you, or terminate such Subscriptions:
a. if you fail to pay a Fee in accordance with these Terms;
b. if you breach these Terms and fail (or are unable) to cure the breach following 30 days written notice; or
c. for any reason by providing you with 60 days written notice.
10.5 On termination:
a. you must no longer use the Platform and the Documentation;
b. you must pay any outstanding Fees to Slocoach;
c. Slocoach may retain any moneys paid;
d. Slocoach will be released from any further obligations under these Terms;
e. either party may pursue any additional or alternative remedies provided by these Terms or law, and
f. each party must return any property (including Confidential Information) of the other.
11. Personal Information
11.1 Disclosure of personal information to Slocoach is subject to the Privacy Act 1988 (“Privacy Act”). Accordingly, the Subscription is provided on the understanding that you will only disclose personal information about an individual to Slocoach:
a. for a purpose related to the Subscription;
b. provided you have made all disclosures required under the Privacy Act;
c. provided you obtained any consents required under the Privacy Act to allow Slocoach and its Representatives to handle the information; and
d. provided to do so would not otherwise breach the Privacy Act.
11.2 As Slocoach relies on you to fulfil the obligations in clause 11.1, you indemnify Slocoach and its Representatives against any claim, loss, or expense resulting from your failure to make any disclosure or obtain any consent required under the Privacy Act or to otherwise comply with the Privacy Act.
11.3 If the performance of the Services requires a third party to supply personal information to Slocoach on your request, it is your obligation to ensure that the third party complies with clause 11.1 and you indemnify Slocoach against any claim, loss, or expense resulting from that party's failure to do so, or to otherwise comply with the Privacy Act.
12. Intellectual Property
12.1 Any Intellectual Property Rights in the Platform, Documentation, Website and materials provided pursuant to each, including changes, modifications, development or enhancements made thereto regardless of source, are owned and are the sole property of Slocoach and/or its licensors or related bodies corporate.
12.2 Slocoach indemnifies you against any finally awarded damages or settlement amounts approved by Slocoach arising out of or in connection with a claim that the use of the Platform in accordance with these Terms infringes a third party's copyright or an Australian patent, provided that you:
a. notify Slocoach immediately of any infringement or claim of which you are aware, and you do not make any admissions without Slocoach's prior written consent;
b. at Slocoach's request and expense, allow Slocoach to conduct and/or settle all negotiations and litigation resulting from any such claim,
c. assist and fully co-operate with Slocoach in the defence or settlement of the claim; and
d. do not take any action that prejudices Slocoach's ability to defend or settle the claim.
12.3 Notwithstanding anything to the contrary in these Terms, Slocoach is not responsible or liable for any infringement of a third party’s Intellectual Property Rights if the infringement would not otherwise exist except for:
a. the use of the Platform with any other software or equipment;
b. any breach of these Terms by you, or any unauthorised use, access, or modification of the Platform by you or a third party,
and in such circumstances, Slocoach's obligations under clause 12.2 do not apply.
12.4 If the Platform is or is likely to become the subject of a claim of infringement, Slocoach may at its sole discretion:
a. procure you the right to use the Platform or the affected part of it;
b. replace or modify the Platform to make it non-infringing; or
c. require cessation of use of the Platform and refund to you the value of any Subscription prepaid, for the unexpired term of that prepayment.
12.5 To the extent permitted by law and subject to clauses 12.2 to 12.4 state Slocoach's entire liability and your sole and exclusive remedies for any claim of infringement of third party's rights.
13.1 On your written consent, Slocoach may identify you as a customer and a user of the Platform on Slocoach's published customer lists, website, in its marketing and advertising materials, and announcements. Slocoach may also include non-confidential information about your business and implementation of the Platform. Slocoach may release updated information from time to time.
14. Dispute Resolution
Except as is expressly provided for in these Terms, if there is a dispute between the parties arising out of or in connection with these Terms (Dispute), then within five Business Days of a party notifying the other party in writing of the Dispute, a senior representative from each party must meet and use all reasonable endeavours acting in good faith to resolve the Dispute by joint discussions.
If the Dispute is not settled within thirty (30) days of the notification under clause 13.1, the parties must submit the Dispute to mediation administered by the Australian Commercial Disputes Centre, whose Guidelines for Commercial Mediation apply, and the parties must comply with those rules. Any mediation meetings and proceedings under this clause must be held in Sydney, New South Wales.
14.3 Court proceedings and other relief
A party may not start court proceedings in relation to a Dispute until it has exhausted the procedures in this clause unless the party seeks injunctive or other interlocutory relief.
15. Updated Terms
We are always improving the Platform and may from time to time update these Terms at which point we will notify you via the Primary Contact email address in the Order. If such change adversely impacts your use of the Platform and you do not agree with it, please contact us within 14 days to advise of your objections following which Slocoach will respond within 14 days as to whether your continued use of the Platform under the pre-updated terms is acceptable. Copies of superceded Terms applicable during your relationship with Slocoach may be obtained from your Slocoach contact.
16.1 Order of Priority
The terms of the Order rank above these Terms to the extent of any inconsistency between them.
The parties may communicate with each other electronically. Electronically transmitted information is not guaranteed to be secure or error-free and can be adversely affected or unsafe to use. Slocoach will not be liable in respect of any error, omission, or loss of confidentiality arising from or in connection with electronic communication.
Any notices you wish to issue under these Terms must be sent by email to firstname.lastname@example.org. Should Slocoach wish to issue any notice, it will email you on the email address you provide on the Order. Notices will be conclusively taken to be received on the earlier of (i) the sender receiving an automated message confirming delivery, and (ii) 3 hours after the email being sent by the sender, provided at the location of receipt this 3 hour period (i) expires on a business day and (ii) before 5.30pm, otherwise receipt will be conclusively determined as being the start of the next business day in that place.
These Terms shall be binding on the original parties to it, and their successors.
a. Slocoach may assign it’s rights and obligations under these Terms (in whole or in part) at its discretion provided at the time of assignment Slocoach reasonably expects such rights and obligations to be carried out by the assignee to at least the standard undertaken and provided prior to the assignment.
b. You and Slocoach may not otherwise assign respective rights and obligations under these Terms without the consent of the other party, such consent not to be unreasonably withheld or delayed.
16.5 Entire agreement
These Terms, and any variations thereto, embody the entire understanding and agreement between the parties as to its subject matter. All previous negotiations, understandings, representations, or warranties in relation to the subject matter of these Terms are superseded by this agreement.
Except as otherwise noted in the Terms, they may only be varied by a written document executed by an authorised representative of each party.
A failure to exercise or a delay in exercising any right, power, or remedy under these Terms does not operate as a
waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
Any provision in these Terms that is invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intention of the parties.
Any clauses of these Terms which are capable of having effect after the expiration or termination of these Terms or a Subscription will continue to remain in full force and effect.
16.10 Remedies cumulative
The rights, powers, and remedies provided to a party to these Terms are in addition to and do not exclude or limit, any right, power, or remedy provided by law or equity or any agreement.
16.11 No Clientship or Agency
Nothing contained or implied in these Terms shall be construed to place the parties in the relationship of partners, joint venturers, principal, and agent, or employer and employee. Neither party shall have the power to assume, create, or incur liability or any obligation of any kind, express or implied, in the name of or on behalf of the other party by virtue of these Terms.
16.12 Governing law & Jurisdiction
These Terms are governed by and are to be construed in accordance with the laws of New South Wales, Australia. With respect to any legal action or proceedings which may be brought with respect to these Terms or any transaction contemplated by them (each, a Relevant Action), each party irrevocably and unconditionally submits to and accepts, for itself and in respect of its assets, the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia, and each party agrees that it will not object to the venue or claim that the Relevant Action has been brought in an inconvenient forum.
The United Nations Convention on Contracts for the International Sale of Goods (and any adopting legislation) does not apply to these Terms.
Nothing in these Terms prevents or restricts Slocoach from providing services to any other customer.
16.14 Force Majeure
a. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of a Force Majeure Event.
b. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
Definitions and Interpretation
Business Day means a day on which banks are generally open for business in New South Wales other than a Saturday, Sunday, or public holiday.
Coach means persons to whom the Partner has authorised and provided access to the Platform with the objective of providing Training Services to Learners.
Commencement Date means the commencement date of these Terms as stated in the Order.
Content means any information, material, content or data in whatever form appearing on your account on the Platform where not provided by Slocoach.
Confidential Information means the confidential information of a party and includes information relating to, in the case of Slocoach:
a. its personnel, policies, and business strategies;
b. the terms upon which the Platform and other products have been supplied, installed, and/or supported pursuant to this Agreement;
c. the pricing and payment terms set out in this Agreement;
d. the design and content of the Platform and the Documentation; and
e. any information made available to the Partner or an Entity via the Platform and/or the Website.
Documentation means the authorised user guides, manuals, videos and the like that are made available and updated by Slocoach from time to time for use with the Platform.
Event of Insolvency means:
a. a controller, manager, trustee, administrator, or similar office is appointed in respect of the Partner or an asset of the Partner;
b. a liquidator or provisional liquidator is appointed to the Partner
c. any arrangement is made with the Partner's creditors;
d. the Partner is unable to or fails to pay its debts as and when they fall due;
e. a default judgment is ordered against the Partner;
f. an application is made, a resolution passed or a meeting convened for the purpose of considering a resolution to wind up the Partner; or
g. any other similar event occurs under any law applying to the Partner.
Any of the above terms defined in the Corporations Act 2001 have the meaning assigned in that Act.
Fees mean the pricing and related terms of the Subscription as shown in the Order.
Force Majeure means a circumstance beyond the reasonable control of a party and which results in that party being
unable to observe or perform any obligation on time under this Agreement (other than an obligation to make a payment). Such circumstances include but are not limited to:
a. acts of God, lightning strikes, earthquakes, floods, droughts, storms, tempests, mudslides, washaways, pandemics or epidemics, explosions, fires, and any natural disaster;
b. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
c. failure of internet and telecommunication services.
Intellectual Property Rights means copyright, trademark, design, patent, semiconductor, circuit layout rights, the right to keep confidential information confidential, and any other rights in the nature of intellectual property rights.
Learners means persons to whom you have authorized and provided access to the Platform with the objective of receiving Training Services from Coaches.
Order is a document including that title issued to you by Slocoach detailing key terms of the Subscription.
Platform means Slocoach’s digital SAAS platform (including Documentation) which facilitates and hosts digital connections between you, Coaches, and Learners, enabling interaction, including by uploading Content to assist with online and remote Training Services (being the services provided by a Coach to a Learner), including but not limited to any and all improvements, developments, modifications, derivatives, and variations of such platform from time to time.
Representative means any officer, employee, agent, consultant, contractor, or other representative.
Slocoach, we, us and our means the Slocoach entity shown in the Order.
Subscription means the subscription plan and related access rights selected by you as stated in the Order.
Training Services means the services provided by the Coach to a Learner.
Partner, you and yours means the Partner entity named in the Order.