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 don’t agree to the following 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 its 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.
7.1 If taxes (eg GST, VAT, other sales based taxes) are imposed on any supply under these Terms, you must pay Slocoach the amount of such taxes imposed at the same time and in addition to the Fees specified in the Order, as shown on the invoice.
7.2 If the amount of such taxes paid by you to Slocoach in relation to a supply under these Terms differ for any reason from the amount of such taxes paid or payable to the relevant tax authority by Slocoach in relation to the supply, the difference must be paid to Slocoach by you or by Slocoach to you as the case may be, and Slocoach must provide you with an adjustment note in this respect within fourteen (14) days.
7.3 If a Party is entitled to reimbursement by the other Party for out-of-pocket or other expenses, that Party may not recover from the other Party any amount of any expenses to be reimbursed for which that Party is or would be entitled to an input tax credit (whether or not any input tax credit is claimed).
8. Information Management
8.1 Confidentiality obligations
Subject to clause 8.2, a Party must not, without the prior written consent of the other party, disclose any Confidential Information of the other party to a third party.
In giving written consent to the disclosure of Confidential Information, a party may impose such conditions as it thinks fit, and the other party agrees to comply with these conditions.
8.2 Exceptions to confidentiality obligations
The obligations on the Parties under this clause will not be taken to have been breached to the extent that Confidential Information is:
a) disclosed by a party to its advisers or employees solely in order to comply with obligations, or to exercise rights, under these Terms;
b) disclosed to a party's internal management personnel, solely to enable effective management of activities pursuant to these Terms;
c) disclosed as a result of a legal obligation or by order of a stock exchange or government agency, provided that the receiving party must to the extent practicable give the disclosing party prompt notice of the existence of such an obligation and must, at the disclosing party's cost, make a reasonable effort to otherwise protect the confidentiality of such information; or
d) in the public domain otherwise than due to a breach of this clause.
8.3 Confidentiality obligations of personnel
Each party will take all reasonable steps to ensure its employees, agents, contractors and subcontractors engaged to perform work under these Terms or to provide services referred in these Terms:
a) are aware that the Confidential Information is confidential;
b) access and use the Confidential Information only for purposes directly linked to providing the services under these Terms; and
c) do not disclose Confidential Information of the other party obtained during the course of performing such work.
8.4 Protection of Personal Information
Slocoach agrees not to use or disclose any Personal Information for a purpose other than discharging its obligations under these Terms, or in accordance with applicable Privacy Laws. Slocoach further agrees to comply at all times with its relevant obligations under applicable Privacy Laws.
Slocoach agrees, in respect of Personal Information held in connection with these Terms:
(a) to comply with applicable Privacy Laws;
(b) comply with your reasonable directions from time to time relating to privacy; and
(c) to use that information only for the purposes of these Terms.
8.6 Acknowledgment of third-party service providers
You acknowledge that Slocoach uses third party service providers to provide the Platform, which involves the processing and storage of Personal Information provided by you to Slocoach in its use of the Platform. You acknowledges that you agree to and will comply with all terms, conditions and policies of these third party providers in your use of the Platform.
8.7 You agree that in respect of any Personal Information you disclose or otherwise make available to Slocoach in connection with these Terms:
(a) It complies with, has done and will continue to do all things necessary to ensure and maintain its compliance with Privacy Laws in relation to:
(i) the collection, use and disclosure of the Personal Information; and
(ii) the disclosure of Personal Information to Slocoach for the purposes permitted by and contemplated under these Terms;
(b) it has collected Personal Information by lawful and fair means and otherwise in accordance with Privacy Laws; and
(c) without limiting any other clause under these Terms, it has informed individuals from whom such Personal Information is collected of any matters which an organization is required to inform an individual about when such Personal Information is collected under the Privacy Laws, in the manner and to the extent so required.
8.8 Use of Information
The parties agree that any information, including Confidential Information or Personal Information, provided to them by the other party in connection with these Terms, is to be used for the sole purpose of meeting its obligations under these Terms.
8.9 Notification of Breach
Each party must notify the other party as soon as reasonably practicable if it becomes aware of a breach of this clause.
9.1 Subject to clauses 9.3 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 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 9.2, the Platform is supplied on an “as is” basis.
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.
9.4 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. Intellectual Property
11.1 Pre-existing Intellectual Property Rights
Other than as provided under this clause, nothing within these Terms operates to transfer a party’s Intellectual Property Rights to the other. You grant Slocoach an irrevocable, non-exclusive, transferable, royalty-free licence for the Term to use your selected trademarks, logos and other intellectual property for the sole purpose of providing the services and performing its obligations under these Terms.
11.2 Created Material
You acknowledge that all rights, including Intellectual Property Rights in and to the Created Material vests on their creation in Slocoach. If requested by Slocoach, you will bring into existence, sign, execute or otherwise deal with any document which may be necessary to enable the vesting of that title or those rights in Slocoach. Slocoach grants to you a non-exclusive, revocable, non-transferable licence for the Term to use the Created Material for the sole purpose of fulfilling its obligations under these Terms. This clause shall survive termination or expiry of this agreement.
11.3 Development of the Platform
You acknowledge that Slocoach may undertake further development of its Platform and may at its discretion use information, learnings, inputs, surveys and the like resulting from your and/or your customer’s use of the Platform under this agreement (Improvements). The Parties agree that all rights and interests in any Intellectual Property Rights in the Improvements vest with Slocoach upon their creation. This clause shall survive termination or expiry of these Terms.
11.4 Warranty and indemnity
a) Either party warrants that it will not knowingly provide, develop or use the Platform such that it infringes the Intellectual Property Rights of any third party.
b) Subject to clause 9, a party (Indemnifying Party) shall indemnify the other party (Indemnified Party) against any loss or damage suffered by the Indemnified Party arising out of any third party claim or action made against it that the Platform infringes the Intellectual Property Rights of such third party (the “Claim”) provided the Indemnified Party:
(i) promptly notifies the Indemnifying Party it becomes aware of or receives notice of any such Claim under or in connection with these Terms;
(ii) to the extent permitted by Law and if requested by the Indemnifying Party, permits the Indemnifying Party sole control over the defence, settlement or other resolution of any such Claim;
(iii) provides reasonable assistance in the defence and settlement of any such Claim; and
(iv) does not take a position that is adverse to the Indemnifying Party.
c) The Indemnifying Party will not be liable to the Indemnified Party under clause 11.4(b) if the Claim arises from or relates to:
(i) a modification of any Service made by you or your Personnel;
(ii) unauthorized combination of Service with any products or services not notified by Slocoach as suitable for such combination;
(iii) losses caused or contributed by you including, but not limited to, providing incorrect information or instructions to Slocoach.
d) If Slocoach supplies Services that are found to infringe the Intellectual Property rights of any other person, then Slocoach shall do all that is reasonably possible, at its own expense, to supply a suitable replacement or update that does not infringe the Intellectual Property rights of any other person.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK AND PROVIDED AS-IS, WITHOUT ANY WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
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 14.1, 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 email@example.com. 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, Australia 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.
Created Material means any material of any form created or modified by use of the Platform.
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.
Privacy Law means any applicable privacy and data protection laws and regulations relating to or impacting on the handling, processing and/or privacy of Personal Information.
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.
Personal Information, or Personal Data as applicable, has the same meaning as such term is defined within relevant privacy and/or data protection legislation in the jurisdiction in which you engage Slocoach pursuant to an Order.