Welcome to https://drsophiebrock.com. The Website provides you with an opportunity to browse and purchase various services that have been listed for sale. The Website provides this service by way of granting you access to the content on the Website and direct communication with the operator.

The Website is operated by Sophie Brock. Access to and use of the Website, or any of its associated Products or Services, is provided by Sophie Brock. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

Sophie Brock reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Sophie Brock updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Sophie Brock in the user interface.

3. Registration to use the Purchase Services

In order to access the Purchase Services, you must first register as a user of the Website. As part of the registration process, or as part of your continued use of the Purchase Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

1. (a) Email address

2. (b) Preferred username

You warrant that any information you give to Sophie Brock in the course of completing the registration process will always be accurate, correct and up to date.

Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Purchase Services.

You may not use the Purchase Services and may not accept the Terms if:

1. (a) you are not of legal age to form a binding contract with Sophie Brock; or

2. (b) you are a person barred from receiving the Purchase Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Purchase Services.

4. Your obligations as a Member

As a Member, you agree to comply with the following:
You will use the Purchase Services only for purposes that are permitted by:

1. (a) the Terms;

2. (b) any applicable law, regulation or generally accepted practices or

guidelines in the relevant jurisdictions;

1. (c) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Purchase Services;

1. (d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Sophie Brock of any unauthorised use of your password or email address or any breach of security of which you have become aware;

1. (e) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Sophie Brock providing the Purchase Services;

2. (f) you will not use the Purchase Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

3. (g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Purchase Services. Appropriate legal action will be taken by Sophie Brock for any illegal or unauthorised use of the Website; and

4. (h) you acknowledge and agree that any automated use of the Website or its Purchase Services is prohibited.

5. Purchase of Products and Refund Policy

In using the Purchase Services to purchase the Product through the Website, you will agree to the payment of the purchase price listed on the Website for the Product (the 'Purchase Price').

Payment of the Purchase Price may be made through PayPal, Stripe (the 'Payment Gateway Provider'), or when approved by Sophie Brock, invoice.
In using the Purchase Services, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Providers.

The course fees for any course or program offered by Sophie, including The Motherhood Studies Practitioner Certification, The Mothers at Work Program and The Mentorship for Mother-Supporters are non-refundable except as required by law or in Our sole discretion. We do not provide refunds simply because your situation has changed or you have changed your mind.

7. Copyright and Intellectual Property

The Website, the Purchase Services and all of the related products and courses of Sophie Brock are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content, compilation of the website, and related course content (including text, graphics, logos, button icons, video images, video content, audio clips and software) (the 'Content') are owned or controlled for these purposes, and are reserved by Sophie Brock or its contributors.

Sophie Brock retains all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer to you:

1. (a) the business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright of Sophie Brock; or

2. (b) the right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or

3. (c) a system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a system or process).

You may not, without the prior written permission of Sophie Brock and the permission of any other relevant rights owners: broadcast, republish, reproduce, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose.

In relation to participation in The Motherhood Studies Practitioner Certification and The Mothers at Work Program, you are granted a non-exclusive, non-transferable, single use, limited licence to access and use the Course Materials for your own personal use and to support the practice of therapy, counselling, coaching, guidance and support to mothers for their personal use only. The Works are not to be used to provide professional development education of Motherhood Studies to other practitioners, coaches, therapists, professionals, and/or business owners. You agree that you will not edit, copy, reproduce, or create derivative works of, reverse engineer, alter, sell or enhance or in any way exploit any of the certification content in any manner whatsoever except as authorised by us.

In addition to any other legal rights and remedies, We reserve the right to remove access to certification without refund and to pursue all legal remedies if you infringe our intellectual property rights.

Where You have provided testimonials (in any format), We may use those testimonials to refer to You in Our websites, and other media (including social media channels) for the sole purpose of promoting Our Course.

For the purposes of these T&Cs, ‘Course Materials’ means all tools developed and/or utilised by Us in provision of the Course, including, without limitation, programs, course content, classes, workshops, digital products (including ebooks), webinars and videos.

8. Privacy

Sophie Brock takes your privacy seriously and any information provided through your use of the Application and/or the Purchase Services are subject to Sophie Brock's Privacy Policy, which is available on the website.

9. General Disclaimer

You acknowledge that Sophie Brock does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Services other than provided for pursuant to these Terms.

Sophie Brock will make every effort to ensure a Service is accurately depicted on the Website, however, you acknowledge that the support delivered may vary depending on your individual circumstances.  

Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

Subject to this clause, and to the extent permitted by law:

1. (a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and

2. (b) Sophie Brock will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Purchase Services or these Terms (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

Use of the Website, the Purchase Services, and any of the products of Sophie Brock is at your own risk. Everything on the Website, the Purchase Services, and the Products of Sophie Brock, are provided to you on an "as is" and "as available" basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Sophie Brock make any express or implied representation or warranty about its Content or any products or Purchase Services (including the products or Purchase Services of Sophie Brock) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

1. (a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

2. (b) the accuracy, suitability or currency of any information on the Website, the Purchase Service, or any of its Content related products (including third party material and advertisements on the Website);

3. (c) costs incurred as a result of you using the Website, the Purchase Services or any of the Products;

4. (d) the Content or operation in respect to links which are provided for the User's convenience;

5. (e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or

6. (f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

10. Limitation of Liability

Sophie Brock's total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms or where you have not paid the Purchase Price, then the total liability of Sophie Brock is the resupply of information or Purchase Services to you.

You expressly understand and agree that Sophie Brock, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

Sophie Brock is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or in connection with the Purchase Services, whether posted or caused by users of the website of Sophie Brock, by third parties or by any of the Purchase Services offered by Sophie Brock.

11. Termination of Contract

The Terms will continue to apply until terminated by either you or by Sophie Brock as set out below.

If you want to terminate the Terms, you may do so by:

1. (a) notifying Sophie Brock at any time; and

2. (b) closing your accounts for all of the Purchase Services which you use, where Sophie Brock has made this option available to you.

Your notice should be sent, in writing, to Sophie Brock via the 'Contact Us' link on our homepage menu.

Sophie Brock may at any time, terminate the Terms with you if:

1. (a) you have breached any provision of the Terms or intend to breach any provision;

2. (b) Sophie Brock is required to do so by law;

3. (c) the partner with whom Sophie Brock offered the Purchase Services to you has terminated its relationship with Sophie Brock or ceased to offer the services.

Purchase Services to you;

1. (d) Sophie Brock is transitioning to no longer providing the Purchase Services to Users in the country in which you are resident or from which you use the service; or

1. (e) the provision of the Purchase Services to you by Sophie Brock is, in the opinion of Sophie Brock, no longer commercially viable.

Subject to local applicable laws, Sophie Brock reserves the right to discontinue or cancel your membership to the Website at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Purchase Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Sophie Brock's name or reputation or violates the rights of those of another party.

When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Sophie Brock have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

12. Indemnity
12.1. You agree to indemnify Sophie Brock, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

1. (a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Website;

2. (b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so and any breach by you or your agents of these Terms; and/or

3. (c) any breach of the Terms.

Resolution

Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

1. (a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

2. (b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

3. (c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

4. (d) The mediation will be held in Sydney, Australia.

Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

Termination of Mediation:

If 2 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

14. Venue and Jurisdiction

The Purchase Services offered by Sophie Brock is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

15. Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

16. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

17. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

MOTHERHOOD STUDIES PRACTITIONER CERTIFICATION COURSE TERMS AND CONDITIONS

Sophie Brock Pty Ltd

OVERVIEW

This Course is owned and operated by Sophie Brock Pty Ltd ABN 92 652 040 885 trading as Sophie Brock Pty Ltd.

Please read these Terms and Conditions (‘Terms’) carefully before you purchase or otherwise access our online course, The Motherhood Studies Practitioner Certification OR The Mothers at Work Program (‘Course’). These Terms, along with our Site Terms and Conditions and our Privacy Policy (‘the Terms’), govern your access to and participation in the Course.

By accessing the Course, you:

a.               acknowledge that you have read, and agree to comply with and be legally bound by, these Terms; and

b.              warrant that you are over 18 years of age and have the legal capacity to enter into a binding contract.

We reserve the right to modify these Terms at any time, consistent with applicable laws and principles, without notice to you. These changes will be effective as of the date we post the revised version on this Site. It is your responsibility to review these Terms prior to initial use as well as periodically throughout your use of our Course. If at any time you choose not to accept these Terms, you should discontinue your use of our Course.

By continuing to access this Course, you are deemed to accept any future amendments to these Terms. If you are uncertain about the Terms or anything else on our Site, please don’t hesitate to contact us before accessing or completing any purchase.

COURSE ACCESS

You may apply to access the Course by paying the Course Fee or initiating the first instalment of payment on our Site https://motherhoodstudies.newzenler.com/ (‘Site‘). You agree to provide accurate, current and complete information about yourself as requested or directed, and to promptly update this information to maintain its accuracy. We have the right to suspend or terminate your Course access if we suspect that such information is inaccurate or incomplete. We also reserve the right to deny your Course access and payment for any reason.

Your access to the Course commences when you make payment and have received your enrolment email confirmation, or a date specified on our Site, and you pay the price as displayed on our Site and in accordance with these Terms (‘Course Fees’). Your access to the Course continues until terminated under these Terms or the Course is taken down. We will provide you with 30 days’ notice should we plan to take down the Course.

To access the Course, you may be required to create an account. In doing so, you must provide accurate information, including your name, your business name (if applicable), address, a valid email address and contact number. You must also be at least 18 years old. You agree to update this information if and when it changes. You are solely responsible for the activity that occurs on your account, so please keep your account password secure.

COURSE FEES

The Course Fees are payable in full upfront or by instalment payments.

If you choose to pay in instalments, you authorise us to automatically charge the credit card on file for any payment balances owing and agree to keep all billing information current at all times. Where you fail to make payment or payment is declined for any reason, you must provide a new eligible method of payment immediately or we may suspend or revoke your access to the Course.

On instalment payments that extend beyond the Course delivery date, you will not retain access to the Bonus Module of Practitioner Resources until after your instalment payments are complete.

You will be liable for all outstanding payments, including any costs incurred by us trying to recoup the outstanding Course Fees such as debt collection agency costs, including any legal costs on any Course Fees that remain outstanding.

REFUND POLICY

The Course Fees are non-refundable except as required by law or at our sole discretion. We do not provide refunds simply because your situation has changed or you have changed your mind.

COURSE ENTITLEMENTS

During your Course, we may provide you with certain Course Entitlements.

If a Force Majeure event of any kind requires that any Course Entitlements be delayed, they will either take place in a different allowable format or be rescheduled. You will not be entitled to any compensation for Course Entitlements that are unable to proceed due to a Force Majeure event.

From time to time, we may also provide you with certain benefits, such as products, programs, workshops or other courses, which may be provided by third parties. We do not offer any guarantees regarding these benefits, including their accuracy or quality, the duration for which they are available or that they are suitable for your purposes.

During the Course, you may also be invited to participate in an online group. In order to be admitted and retain access to the group, you will be required to comply with its rules, including the rules provided by the hosting platform. If you breach the rules of the online group, your access to the group will be revoked and, depending on the severity of the breach, your access to the Course may also be revoked.

We reserve the right to cease operating any associated online group with 7 days notice to you.

COMPLAINTS

We are committed to your enjoyment of and satisfaction with the Course. Should you have any concerns or be dissatisfied in any way, please contact us via our Contact Form https://drsophiebrock.com/contact and include:

a.      your name;

b.     the email address you used to apply for the Course;

c.      details of your concern or complaint;

d.     details of what you would like us to do to resolve the matter; and

e.      copies of any relevant correspondence.

We will acknowledge your complaint within 3 business days and aim to resolve it within 14 business days. If we are unable to do so, we will provide an explanation accordingly.

You agree not to engage in any behaviour, in public or in private, that is negative or derogatory towards us, and we agree to the same. This includes (but is not limited to) communications with third parties or posting on social media.

Where a dispute cannot be resolved, it will be submitted for mediation in accordance with The Arbitrators and Mediators Australian Mediation and Conciliation Rules. Should the dispute be unable to be resolved at mediation, you agree to submit to the exclusive jurisdiction of the courts of the State or Territory where we are located.

INTELLECTUAL PROPERTY RIGHTS

As part of the Course, you will have access to certain materials, including trainings, workbooks, forms, templates, digital products and other content (‘Materials’). We retain ownership of all Intellectual Property Rights (including copyright) in the Course and the Materials.

Your use of the Materials is subject to the terms held within any accompanying Licence Agreement and is also subject to our Site Terms and Conditions and Privacy Policy. The Course Materials are for your own personal use and to support the practice of therapy, counselling, coaching, guidance and support to mothers for their personal use only. The Course Materials are not to be used to provide professional development education of Motherhood Studies to other practitioners, coaches, therapists, professionals, and/or business owners. You agree that you will not edit, copy, reproduce, or create derivative works of, reverse engineer, alter, sell or enhance or in any way exploit any of the certification content in any manner whatsoever except as authorised by us.

If you infringe our Intellectual Property Rights, we reserve the right to terminate your access to the Course and the Materials without refund and pursue legal remedies.

For any intellectual property that you provide us with through your participation in the Course (‘Participant Content’), you warrant that you are the owner of this intellectual property and indemnify us against any claim made by a third party arising out of any breach of intellectual property rights from our use of the Participant Content (including distribution for promotional purposes). By participating in the Course, you grant us a non-exclusive, irrevocable, royalty-free, perpetual licence to use and reproduce your Participant Content at our discretion.

COURSE PROMOTION

Where you have provided testimonials (in any format), you acknowledge that we may use these along with reference to you on our Site and social media channels, or any other avenue, for promotional and other purposes at our discretion.

You acknowledge that part of your Course may include recording (in audio and/or video format) your participation in the Course, where you may feature prominently. These recordings are both for the purposes of providing the Course. You consent to our use of these recordings within the Course.

TERMINATION

We reserve the right to terminate your access to the Course with immediate effect if:

a.               you do not pay the Course Fees when due;

b.              you infringe our Intellectual Property Rights;

c.               you engage in conduct that is injurious or potentially harmful to our reputation;

d.              you disclose Confidential Information without consent;

e.               your actions are contrary to our interests;

f.                we consider that mutual trust and/or confidence no longer exists; or

g.               you fail to comply with any of the other provisions of these Terms or otherwise breach any undertaking, warranty or obligation under these Terms.

If we terminate your access to the Course, we may, at our sole discretion, refund any prorated balance of the Course Fee already paid by you.

CONFIDENTIALITY

You agree to respect our privacy and confidential information, which includes information relating to our business, finances, operations, marketing strategy, administration, technology, clients, customers, employees, contractors or suppliers, along with our intellectual property and other information relating to trade secrets, know-how, systems and processes. Accordingly, unless you have our prior written consent, you will keep any information we choose to share confidential. This also applies to the privacy and confidential information of other Course participants. We will not disclose any information you provide except as set out in these Terms.

However, these obligations of confidentiality do not apply to any disclosure that:

a.               is for the purpose of performing the Terms or exercising a party’s right under the Terms;

b.              is required by Applicable Law; or

c.               relates to Confidential Information that is publicly available through no fault of the receiving party or its personnel, or was rightfully received from a third party without restriction or breach of any obligation of confidence.

PROHIBITED USE

In addition to any other prohibitions, you must not under any circumstances access or otherwise use the Course or its content:

a.               for any unlawful purpose;

b.              for professional development training or certification creation that competes with our business;

c.               to solicit others to perform or participate in any unlawful acts;

d.              to violate any international, federal, or state regulations, rules, laws, or local ordinances;

e.               to attempt to change, remove,  or otherwise interfere with the Course or any of its Materials;

f.                to infringe upon any other person's proprietary rights; or

g.               to send any unsolicited advertising or promotional material, commonly referred to as 'spam'.

WARRANTIES AND INDEMNITIES

We provide the Course and its content on an ‘as is’ basis, and do not guarantee any specific results from your participation. Your experience will depend on your own commitment, motivation and intent to follow through. Any examples of previous participants’ experiences, including reviews, testimonials or other statements, are provided for illustrative purposes only, and are simply examples of what can be possible.

You agree that you engage in the Course at your own risk.

Except as expressly permitted by law, we cannot be held liable for:

a.               any loss or damage that you may suffer as a result of your participation;

b.              your inability to participate in the Course for any reason;

c.               your failure to maintain the security of your login details that enable you to access the Course;

d.              the statements or conduct of any third party; or

e.               your reliance on the suggestions or recommendations of any third party or Course participant.

You agree to indemnify us against any loss or damage, including legal costs, related to your breach of these Terms.

INFORMATION AND ADVICE

Any content or information provided in the Course is of a general nature only and does not constitute professional advice. We do not purport to be legal or medical practitioners, financial advisors or any other type of licensed professional and cannot be held liable for any reliance on the information we provide through the Course. No part of the Course is a substitute for obtaining advice that is specific to your individual circumstances from a qualified professional.

You are responsible for determining whether the Course is right for you. We reserve the right to terminate or suspend your access to the Course at any time should we believe that it is not appropriate for you, or that further professional advice should be sought.

Any reference to other products or services, programs, courses, processes or other information appearing within the Course does not constitute or imply our endorsement, sponsorship or recommendation in any way.

PRIVACY POLICY

When you apply to take part in the Course, and during your participation, you may be required to provide us with certain personal information (such as contact details).

Your privacy is extremely important to us. We will only use your personal information in order to provide you with the Course Entitlements and to communicate with you about the Course. Where you wish to withdraw your consent from email communications, you may simply unsubscribe. Your information will be dealt with in accordance with our Privacy Policy, which is accessible here. https://drsophiebrock.com/privacy-policy

ELECTRONIC SIGNATURE

These Terms will become binding when you agree to these Terms, including by clicking 'I consent' or 'I agree' or similar, or by purchasing and/or commencing the Course.

VALIDITY

Whenever possible, each provision of these Terms will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of these Terms is held invalid or unenforceable, the remainder of these Terms will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

ASSIGNMENT

You cannot assign these Terms, or otherwise deal with the benefit of them or any rights under them, without our prior written consent. We reserve the right to assign or novate the Terms, or otherwise deal with the benefit of them or rights under them, without your consent.

ENTIRE AGREEMENT

These Terms constitute our entire agreement with you about the Course and supersede all previous agreements, understandings and negotiations.

GOVERNING LAW AND JURISDICTION

The performance and enforcement of these Terms will accord with the laws in force in the State or Territory in Australia where we are located as indicated on our Site. You agree to submit to the exclusive jurisdiction of the courts in that jurisdiction.

 REFERRAL PROGRAM AND COURSE AFFILIATES

 1. OVERVIEW

1.1 This Referral Agreement is between Sophie Brock (herein referred to as ‘We’, ‘Us’ or Our") and ______________ (herein referred to as ‘You’, ‘Your’ or ‘the Referral").

1.2 This Agreement sets out the terms and conditions (T&Cs) under which you will provide Referrals in exchange for Commission (“Referral Program”), as set out in the Schedule and or as otherwise identified in the Referral Guide.

1.3 If there are any inconsistencies between the T&Cs and the Schedule, the Schedule will prevail to the extent of the inconsistency.

1.4 Any variation to the Schedule must be agreed upon by you and us in writing.

1.5 The Agreement will start on the Commencement Date and continue for the Term.

1.6 You acknowledge that you have independently considered the suitability of the Referral Program for your individual needs without relying on any representation or statement other than those contained within this Agreement.

1.7 You acknowledge that you have read and understood the T&Cs and the Schedule prior to signing the Agreement and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

 2. REFERRALS AND COMMISSION

2.1 You will be provided with a Referral Link, which will be used by you and us to track successful Referrals.

2.2 In order to make a Referral, you must provide your clients, followers and website visitors with your Referral Code or Referral Link, which they must then use to make a purchase on our website.

2.3 We will not be responsible for any Referrals that were unsuccessful due to the Referral Code or Referral Link not being provided or being provided incorrectly.

2.4 Commission amounts are calculated based on Commission structure and your Commission amount is dependent on the order value and not including extra fees (tax etc) and will be paid in the manner and at the frequency set out in the Schedule or the Referral Guide (as applicable).

2.5 Commission will not be payable on any products or services purchased directly by you.

2.6 Commission will only be paid on Referrals completed within the Term stipulated in the Schedule, and any final payment may be withheld for a reasonable period in order to ensure against cancellations or refund requests.

2.7 If your payment details change, you are responsible for notifying us immediately, and we will not be responsible for Commission paid into a previously held account if you do not advise us of this change at least 7 days prior to your Commission being paid.

2.8 In the event that we incur a charge back at any time up to 12 months from the date of purchase, we reserve the right to set off that amount against future Commission.

 3. OBLIGATIONS & GUIDELINES Obligations

3.1 We agree to: a) fulfil orders and process payments as necessary; b) pay you Commission in accordance with the Payment Details set out in the Schedule; c) have appropriate insurance in place; and d) comply with all Applicable Laws, including any industry standards or guidelines.

3.2 You agree to: a) provide accurate and current information and advise us immediately should any of your information change; b) not use your affiliation with us for any illegal or unauthorised purpose; c) actively encourage your website visitors, followers and/or clients to make a purchase on our website using your Referral Code or Referral Link; d) provide links to our website or the relevant product or service on your website and/or social channels; e) ensure that your website visitors, followers and/or clients are aware that you will earn commission by referring them to us f) not place any Referral Links or Referral Codes on any page that contains discriminatory content or promotes or engages in any kind of illegal activity; g) promote our products and/or services in the manner stipulated in the Schedule; h) ensure not to share your login credentials (username and password) they are personal to you; and i) comply with all Applicable Laws, including any industry standards or guidelines.

Guidelines

3.3 By participating in the Referral Program and by using the Content we expect you to meet certain standards of behaviour. You must not personally or allow for anyone else associated with your account to participate in Prohibited Activities including: a) breaching another person’s privacy and use their details without their consent in connection with our Referral Program; b) using the Referral Program in any way that is or may be damaging to us; c) using the Referral Program to send unsolicited emails; d) using the Referral Program to defame, harass, threaten or offend any person; e) misrepresenting us or the Program; f) breaching any advertising codes of conduct; g) participating in any act or omission in violation of consumer protection laws and regulations; or h) being associated with anyone else doing any of the above.

4. INTELLECTUAL PROPERTY & MARKETING Intellectual Property 4.1 We will remain the sole owner of all rights in connection with our preexisting Intellectual Property. 4.2 We grant you a non-exclusive, non-transferable licence to use and reproduce the Content we provide you with for the purposes of this Agreement as set out in the Schedule and in accordance with any guidelines we provide you. 4.3 Except as set out in this Agreement, you may not modify, publish, transmit, participate in the transfer or sale of, creative derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever our Intellectual Property in whole or in part without our prior written consent. We reserve the right to immediately remove your access to our Referral Program if you are found to violate the terms set out in this Agreement.

Marketing

4.4 We may share promotional media such as swipe files (emails and/or socials), our trade mark, banner, logo or specific promotional content (collectively known as the "Content") to you the Referral.

4.5 As a condition of your participation in the Program, we may collect your personal information to enable us to manage, administer and promote our products and services to you, and where applicable for you to promote to your audience. Where content is marketing at you and not for the purposes of promoting to your audience you can choose to opt out.

5. TERM AND TERMINATION

5.1 The Term will commence on signing this contract opting into the Referral Program, and end when terminated in accordance with this clause.

5.2 We are entitled to immediately suspend your account if we suspect you are participating in any Prohibited Activities in relation to the Referral Program. Your account will be investigated and you will be notified if we are terminating the Agreement or re-instating your access. You will forfeit any unpaid Commissions if the Agreement is terminated due to Prohibited Activities.

5.3 Either party may terminate the Agreement by providing 7 days written notice.

5.4 Without limiting our rights, if the Agreement is terminated under clause 5.3: a) we will pay you all Commission due as at the date of termination (excluding fraudulent transactions, chargebacks or refunds); and b) each party must return or destroy (at the other party’s request) all Confidential Information of the other party.

6. WARRANTIES AND INDEMNITIES

6.1 Our products and services and provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied).

6.2 No results are guaranteed from your participation in the Referral Program.

6.3 We shall not be deemed in breach of this Agreement if our website or products and/or services cease to exist, nor shall we be liable to you for said cessation.

6.4 We reserve the right to update or amend our policies and/or operating procedures at any time without notice to you.

6.5 Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.

6.6 Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.

6.7 If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying our services involved in the collaboration or payment of the cost of having our services resupplied.

6.8 Each party agrees to indemnify and hold harmless the other party, their respective Referrals, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, wilful misconduct, or any actual or alleged infringement or misappropriation of any Intellectual Property Rights by either party or their respective Referrals, officers, directors, agents, or employees.

6.9 Neither party will be liable or held in breach of the Agreement for any failure to perform its obligations to the extent that said failure is caused by the other party’s noncompliance, negligence or misconduct.

6.10 Neither party will be liable to the other for any Consequential Loss, whether foreseeable or not and however caused, except for confidentiality and indemnification obligations.

6.11 We will not be liable for any loss or damage suffered by a third party in connection with the Agreement.

6.12 Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement.

7. CONFIDENTIALITY AND PRIVACY

7.1 Each party agrees that, unless it has the prior written consent of the other party, it will: a) keep the Confidential Information of the other party confidential at all times; b) ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and c) where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

7.2 These obligations of confidentiality do not apply to any disclosure that: a) is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement; b) is required by Applicable Law; or c) relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

7.3 Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.

8. MISCELLANEOUS

8.1 Relationship of Parties The relationship between you and us does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party.

8.2 Non-Disparagement Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

8.3 Exclusivity Except as otherwise set out in the Referral Guide, during the Term, you shall not be permitted to engage in any other collaboration or venture with a competitor in the same vertical as us.

8.4 Conflict of Interest Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that party and a third party.

8.5 Disputes Should a dispute of any kind arise during the Term, you agree to contact us so that we can discuss the matter in the first instance. Both parties will use their best efforts to resolve any dispute in good faith. Failing this, both parties will use their best efforts to resolve the dispute by engaging in mediation in the state where we reside at the time. All costs associated with the dispute, including legal, mediation or arbitration fees, will be borne by you. Without limiting either party’s right to seek urgent injunctive or declaratory relief, neither party may commence court proceedings in any jurisdiction until the mediation process is complete.

8.6 Notices Where a party gives notice, it must be done in writing to the email address specified in the Schedule, or by post to the residential or business address specified in the Schedule. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.

8.7 Entire Agreement This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

8.8 Governing Law

The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where we reside. You and we submit to the exclusive jurisdiction of the courts of that state.

8.9 Execution and Counterparts The Agreement will become binding when any one or more counterparts of a Schedule, individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

8.10 Amendment or Variation Any amendment or variation to the Agreement is not effective unless agreed by you and us in writing.

8.11 Validity If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

8.12 Assignment You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.

8.13 Interpretation All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.