Terms & Conditions of Service
These terms form an agreement between Exhale Coaching & Consulting Pty Ltd, ABN 20 149 668 011 (we, us or our) and you (you or your) for the provision of services and in respect of any online material, products or information (Services) made available by Adesso to you on this (or any other) website (Website).
We grant you a license to use the Service subject to and in accordance with these Terms.
Access and use
Your access to and use of the Website is conditional on your acceptance of these Terms. If you do not accept these Terms, then you must not access or use the Website.
You agree that any and all access and use of any Service or the Website by you shall be in accordance with these Terms, and any notices displayed on the Website from time to time; and the general Terms of Business that we may provide you with if you use our Services.
We may revise, replace or amend these Terms from time to time, at our sole discretion and shall notify you of any substantive changes.
You will use your best endeavours to ensure that any and all access and use of the Service by you is in accordance with these Terms;
Definitions and Interpretation
The following definitions apply:
Australian Consumer Law (ACL): is the uniform Australian legislation for consumer protection.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in the Australian Capital Territory.
Confidential Information: includes, but is not limited to, any and all information or data, regardless of whether it is in tangible form, that is:
(a) disclosed by either party
(b) know-how, trade secrets or generally not publicly available information of either party;
(c) designated as confidential or, given the nature of the information or the circumstances
surrounding its disclosure, reasonably should be considered confidential; and
(d) lawfully disclosed to or acquired by the receiving party through the disclosing party or a third party authorised by the disclosing party to make such disclosure, but does NOT include any information which the receiving party can prove lawfully:
Intellectual Property: means all copyright, designs, trademarks, confidential information, inventions, patents, know-how, trade secrets, business names and domain names.
Our Material: Intellectual Property owned or licensed by us, terms, and any Special Conditions.
Your User Material: Intellectual Property, personal information owned or licensed by you.
We will supply the Services with all due skill and care and in accordance with these terms or any Statement of Work.
You acknowledge that our ability to provide the Services is dependent on your full co-operation with all reasonable requests made by us, as well as the accuracy and completeness of any of your information. We warrant that to our knowledge we have all rights, including intellectual property rights, necessary to perform the Services and supply the Developed Materials to you in accordance with the term.
Intellectual Property Rights
This Site (including, without limitation, all content on this site but excluding your user material) is protected by intellectual property rights which are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
You agree to take all actions and do all things reasonably necessary or desirable to protect our Intellectual Property Rights, title and interest in the Works and the Intellectual Property Rights of any third party.
We are committed to protecting your privacy and the privacy of any personal information provided to us. We comply with the Australian Privacy Principles set out in the Privacy Act 1988 and the equivalent legislation in New Zealand (Privacy Act 1993) and Singapore (Personal Data Protection Act 2012) as it pertains to customers in those jurisdictions.
Indemnity and Limitations
You agree to release and indemnify, defend and hold Adesso, its directors, officers, employees and agents, harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against you or Adesso related to or in any way connected with any use of the Service by you or any failure by you to perform your obligations in relation to these Terms. This indemnity shall survive the termination of these Terms.
To the extent permitted by law, in no event will we (or our employees, agents and subcontractors) be liable to you for indirect, special or incidental, punitive, exemplary or consequential loss, costs, expenses and damages (or any loss of revenue, loss of data, loss of profits or loss of opportunity whether the losses be direct or indirect), suffered or incurred by you and arising out of or in connection with your access to or use of the Website, the Services, the Works, any linked website, your reliance on any information obtained through the Website or your use of any services on the Website, regardless of whether liability is based on any breach of contract, tort (including negligence) or warranty, arises under statute, or any other basis of liability.
We may immediately terminate these Terms if you breach any term or condition of these Terms and fail to remedy such breach to our satisfaction within seven (7) days of notification from us.
On termination of these Terms:
- you must not access or attempt to access the Service of the Website; and
- we may immediately deny you access to the Service of the Website, or any other part of the Website, at our sole discretion