Terms of service

INVIDIOUS LASHES TRAINING SERVICE AGREEMENT




This Agreement governs the terms and conditions under which we provide training to you onsite or online. The first part of the Agreement is the Contract Details, followed by the Legal Terms.


CONTRACT DETAILS

Parties

Purchaser of the Course (the “Course Learner')

-AND-

Invidious Pty Ltd t/a Invidious Lashes (the 'Provider ')
ABN 76 647 393 066
U4 8-14 Motto Drive, Coolaroo VIC 3048

AGREEMENT SUMMARY

Course Learner wishes to complete the course to be competent from the selected course. Course Learner has engaged the Provider to provide the Services. By purchasing this Agreement, the Provider accepts the terms and conditions of this Agreement, and agrees to provide Course Learner with the Services.

If the Course Learner is under 18 years of age, a parent or legal guardian must sign a letter and email it to info@invidiouslashes.com.au on behalf of the Course Learner as given consent prior to commencing the course.


LEGAL TERMS

1. Definitions and interpretation

1.1. Definitions

The following words have these meanings in this Agreement unless the contrary intention appears:

Agreement means this Graphic Design Service Agreement including any annexure;

Business Day means any day excluding Saturday, Sunday, a public holiday in Victoria and/or a Commonwealth public holiday;

Commencement Date means the Course Learner has paid for the course in full and;
i. has access to the learning material and/or
ii. completed onsite learning

Completion Date means 90 days from signing up for the online course or last date of attendance of onsite learning

Confidential Information means any information that is:

(a) Information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings and data (and copies and extracts made of or from that information and data) that is not in public domain is considered confidential information; and

(b) confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information;

Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by Course Learner or the Provider in the provision of the Services;

Order Details means the order for Services provided to the Provider from Course Learner from time to time; and

Services means the services specified in training as per training information of the Order Details or as agreed between the Parties from time to time.

1.2. Interpretation

In this Agreement:
(a) references to a person include an individual, form or a body, whether incorporated or unincorporated;
(b) clause headings are for references only and shall not form part of this Agreement nor used in the interpretation of this Agreement;
(c) if the time of doing an act or thing under this Agreement falls on a day which is not a Business Day, then the time of doing that act or thing shall be deemed to be the next Business Day;
(d) words in the singular include the plural and vice versa in accordance with the context of which that word is used;
(e) words importing a gender include other genders;
(f) a reference to a clause is a reference to a clause in this Agreement;
(g) a reference to any of the words 'include', 'includes' and 'including' is to be read as if followed by the words "without limitation";
(h) a reference to a statute, ordinance, code or law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them;
(i) a reference to any party include that party's executors, administrators, substitutes, successors and permitted assigns; and
(j) each party has participated in the negotiating and drafting of this document and in the event of ambiguity or a question of interpretation arising, this Agreement is to be construed as if the Agreement was drafted jointly.

2. Commencing and completing the Services

2. 1. Commencing the Services

(a) The Provider will commence the Services on the Commencement Date.

(b) The Provider must within forty-eight (48) hours provide written notice to Course Learner requesting additional information if all of the relevant information and material for completion of the Services has not been provided for the completion of the Services. If no written notice is provided, it is implied all relevant information and materials
have been supplied.


2. 2. Completing the Services

(a) The Provider agrees to complete the Services by Completion Date.

(b) If the Provider foresees being unable to complete the Services by the Completion Date, the Provider must inform Course Learner at least fourteen (14) days prior to the Completion Date, or where the Completion Date is less than fourteen (14) days from the Commencement Date, then three (3) days.

(c) Upon completing the Services, the Provider shall deliver the Services to Course Learner by the means prescribed in onsite or online of the Agreement Summary.

2. 3. Rejection of the Services

(a) Notwithstanding clause 2.4 of this Agreement, Course Learner may reject the completed Services provided by the Provider if Course Learner deems the completed Services have not been completed in accordance with the description provided in as per training information.

(b) If the Services are deemed incomplete by Course Learner, the Provider agrees to rectify the Services within seven (7) days. If the Services are not rectified or are still deemed to be not in accordance with the Order Details by Course Learner, Course Learner may cancel the Services and the Provider must refund all monies paid to it in fulfilment of the Services within three (3) Business Days and release Course Learner from all claims for payment in relation to works performed with respect to the Services.

2. 4. Alterations to the Services

(a) If the Provider is required to alter the description of the Services, the Provider must first obtain written consent from Course Learner.

2. 5. Outside Work

(a) If the Provider has to obtain goods and/or services from a third party, the Provider must first obtain written consent from Course Learner and have the third party give an undertaking of confidentiality that is satisfactory to Course Learner before instructing or giving Confidential Information to the third party.

(b) If the third party breaches the aforementioned undertaking of confidentiality, the Provider is liable for any losses or damages suffered by Course Learner and/or the customer.

2.6. Warranty Period for the Services

The above Services come with guarantees that cannot be excluded under the

Australian Consumer Law. For major failures with the service, you are entitled:

● to cancel your service contract with us; and

● to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract, less the price of the kit.


3. Payment for the Services

3.1. Consideration

Course Learner agrees to pay the Provider the amount set at the time of purchase (the ‘Consideration’).

3. 2. Time and Method for Payment

(a) Course Learner will make Payment of the Consideration at the time of purchasing the course.

(b) Course Learner will make Payment of Consideration by the method of PayPal, Shop Pay (Visa or Mastercard), AfterPay, Zip Pay and/or EFT Transfer.

3.3. Goods and Services Tax

Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with this Agreement and/or its Order Details, are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.


4. Copyright and Intellectual Property Rights

4.1. Intellectual Property Rights

(a)

(i) The Provider warrants that the Provider owns the Intellectual Property Rights in the Intellectual Property delivered to Course Learner in the provision of the Services.
(ii) The Leaner cannot duplicate any material, i.e. soft or hard copy of the manuals, copywrite and images from the website or social media for the purposes of reselling i.e. using the material to conduct a lash course without written consent from the Provider:


(b) The Provider grants to Course Learner a non-exclusive, transferable, royalty-free, perpetual licence to use certain identified in writing intellectual property rights owned by the Provider which have been used in completion of the Services, that were already in existence prior to commencing the Services. These are:

i. the method of applying lashes
ii. consultation form template,
iii. after care instructions,
iv. the booking system layout i.e. salon policy t&c’s,
v. sms & email templates,

5. Termination of this Agreement5. 1. For Course Learner

(a) Course Learner may terminate this Agreement with the Provider for any breach of this Agreement by providing fourteen (14) days written notice to the Provider. Course Learner will allow the Provider to remedy the breach within fourteen (14) days' notice, and in being satisfied with the remedy of the breach by the Provider, Course Learner will not terminate this Agreement.
(b) Course Learner may terminate this Agreement for any reason by providing the Provider with thirty (30) days' written notice of Course Learner's intent to terminate this Agreement.
(c) Upon receiving notification of Course Learner's intent to terminate this Agreement, the Provider will cease work on the Services.
(d) If Course Learner terminates this Agreement for reasons other than a breach of this Agreement by the Provider, Course Learner will pay the Provider for the portion of the Services completed to date and time of cancellation.

5. 2. For the Provider

(a) The Provider may terminate this Agreement by providing seven (7) days written notice to Course Learner of the Provider's intent to terminate this Agreement.
(b) The Provider may terminate this Agreement for a breach by Course Learner of this Agreement by providing fourteen (14) days' written notice of the breach to Course Learner. During the fourteen (14) day notice period, Course Learner reserves the right to remedy the breach. If Course Learner remedies the breach which was the cause of the notice, this Agreement will not be terminated at the lapse of the fourteen (14) days on the notice's basis.
(c) Upon providing notice of the Provider's intent to terminate this Agreement, the Provider agrees to cease providing the Services.
(d) If the Provider provides notice of intent to terminate this Agreement, Course Learner will pay for the work which has been done and at the time the Agreement is terminated, will pay any outstanding works completed between the provision of the notice to terminate and the cessation of this Agreement. If Course Learner elects to have the Provider cease work upon receiving notification of the Provider's intent to terminate, Course Learner will only be liable to pay amounts outstanding on work completed by the Provider to the date the request to cease work was issued by Course Learner.

6. Non-Solicitation6. 1. Non-Solicitation of Personnel(a) During the course of this Agreement, the Course Learner may have access to commercially sensitive information and material. The Course Learner will not, during or after this Agreement during the Restraint Period, either directly or indirectly, without written consent from the Provider:

(i) Employ, canvas, solicit, entice or engage any of the Provider’s employees, servants, contractors, and/or agents ('Personnel'), to terminate their employment with the Provider; or
(ii) Employ, engage, retain or source any of the Provider’s Personnel for any services that are of a competitive nature to the Provider’s business.
(b) For the purposes of this clause 6.1, the Restraint Period means 12 months, nonetheless:
(i) If it is determined that 12 months is unreasonable, the restraint will last for a period of 9 months; or
(ii) If it is determined that 9 months is unreasonable, the restraint will last for a period of 6 months; or
(iii) If it is determined that 6 months is unreasonable, the restraint will last for a period of 3 months.
(c) The Course Learner agrees that the restraints contained in this clause are reasonably necessary to protect the Provider's business interests and the Course Learner acknowledges that this clause is fair and reasonable under the circumstances.

6. 2. Non-Solicitation of Clients

(a) During the course of this Agreement, the Course Learner will have contact with, and access to, clients, prospective clients, client records and details of the Provider's marketing efforts, strategies and plans that includes commercially sensitive information and material. The Course Learner will not during or after this Agreement, either directly or indirectly, without written consent from Provider:
(i) Canvas, solicit, entice or engage any of the Provider’s clients, or prospective clients who Provider has attempted to retain or in the process of engaging (the 'Clients ')
(ii) Directly or indirectly interfere with or engage, procure, endeavour to entice away, aid, abet or counsel any of the Clients for any services which are of a competitive nature to the Provider’s business.
(b) For the purposes of this clause, the Restraint Period means 12 months, nonetheless:
(i) If it is determined that 12 months is unreasonable, the restraint will last for a period of 9 months; or
(ii) If it is determined that 9 months is unreasonable, the restraint will last for a period of 6 months; or
(iii) If it is determined that 6 months is unreasonable, the restraint will last for a period of 3 months.
(c) The provider agrees that the restraints contained in this clause are reasonably necessary to protect the Provider’s business interests and the Course Learner acknowledges that this clause is fair and reasonable under the circumstances.

7. Liability and waivers7. 1. Liability

(a) The total liability of Course Learner to the Provider for damage, loss or reliance shall be limited to any outstanding payments (if any) for Services completed by the Provider and not paid by Course Learner.
(b) The Provider expressly understands and agrees that Course Learner shall not be liable to the Provider for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by the Provider, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

7.2. Waivers

(a) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.

8. General matters8. 1. Communication between PartiesThe parties agree on the forms of communication to communicate by telephone and email only and do not agree to communicate by: fax, post, SMS or social media, including Messenger.8. 2. Disclosure and Use of Confidential Information

(a) All obligations of confidence set out in this Agreement continue in full force and effect after the Completion Date.
(b) The Course Learner must not disclose any Confidential Information to any third party, including the customer and/or its agents, employees or servants, without the prior consent of the Provider.
(c) If the Course Learner discloses any Confidential Information to a third party without prior consent of the Provider, the Course Learner will notify the Provider as soon as practicable.
(d) Notwithstanding clause 8.2(b), if the Course Learner discloses any Confidential Information to a third party without the prior written consent of the Provider, the Course Learner is liable for any damage suffered by the Provider and/or the customer as a consequence of the disclosure.
(e) Each party must keep confidential the terms of this Agreement. If a party becomes aware of a breach of this obligation, that party will immediately notify the other party.
(f) This Agreement prohibits the disclosure of Confidential Information by the Course Learner with exception to the following circumstances:
(i) the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and the Provider has consented to the disclosure of such information to the professional adviser;
(ii) the disclosure is required by applicable law or regulation; or
(iii) if the confidential information is already in the public domain at no fault of the Course Learner.

8.3. No partnership or agencyNothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.8. 4. Governing Law & Jurisdiction

(a) This Agreement is governed by the laws of Victoria, Australia.
(b) In the event of any dispute arising out of or in relation to the Services, the

Provider agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in Victoria, Australia.8. 5. Dispute Resolution & Mediation

(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A party to this Agreement claiming a dispute (the 'Dispute') has arisen under the terms of this Agreement, 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 (the 'Notice').
(c) On receipt of the Notice by the other party, the parties to this Agreement (the 'Parties ') must within seven 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.
(d) If for any reason whatsoever, 21 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 Resolution Institute Victoria or their nominee and attend a mediation.
(e) It is agreed that mediation will be held in Melbourne, Victoria, Australia.
(f) 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.
(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" negotiations.
(h) If thirty (30) days 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.
(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

8.6. SeveranceAny provision of this Agreement which is prohibited or unenforceable in anyjurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.8.7. AssignmentThe Course Learner agrees for the Provider to delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without the Course Learner’s consent.8. 8. Entire Agreement and Modifications(a) Both Course Learner and the Provider confirm and acknowledge that:

(i) This Agreement shall constitute the entire agreement between the Provider and Course Learner and shall supersede and override all previous communications, either oral or written, between the parties;
(ii) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
(iii) If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.