Terms and Conditions of Service

1. About these Terms

1.1 Who we are

Heart Safe Wellness is a business operated by Heart Safe Australia Pty Ltd ABN 22 642 092 993, trading as Heart Safe Wellness.

In these Terms:

• “we”, “us” or “our” means Heart Safe Australia Pty Ltd trading as Heart Safe Wellness;
• “you” or “your” means the Client or Participant, as applicable; and
• “Heart Safe Wellness” refers to the business and brand operated by Heart Safe Australia Pty Ltd.

Our website is:

https://www.heartsafewellness.au

Our contact details are:

• Phone: 1300 728 354
• Email: [email protected]
• Location: Sydney Northern Beaches, New South Wales, Australia

1.2 What these Terms cover

These Terms govern the supply of our workshops, programs, coaching, retreats, subscriptions and related wellness services.

They apply to:

• corporate clients booking services for employees, contractors or other participants; and
• individual clients booking services for themselves.

These Terms operate together with the following documents, where applicable:

• our Privacy Policy;
• our Participant Waiver & Medical Declaration;
• our Bookings, Cancellation & Refund Policy;
• any written quotation or proposal;
• any written booking confirmation; and
• any additional written terms agreed between us.

Those documents form part of the agreement between you and us to the extent that they apply to your booking or service.

If there is an inconsistency between these Terms and a written quotation or booking confirmation, the written quotation or booking confirmation will apply to the extent of that inconsistency.

1.3 Wellness and educational services only

Our Services are wellness and educational experiences.

They are not:

• medical treatment;
• medical diagnosis;
• psychological treatment;
• counselling;
• psychotherapy;
• clinical therapy;
• physiotherapy;
• medical advice; or
• a substitute for care from a qualified health professional.

Our facilitators do not diagnose, treat or manage medical or mental health conditions.

You should obtain independent advice from a qualified health professional before participating if you have any concerns about your health or suitability for an activity.

1.4 Corporate Clients

A Corporate Client is an organisation, company, partnership, sole trader or other entity that books or purchases Services for its employees, contractors, officers, guests or other participants.

The Corporate Client is responsible for:

• payment of our invoices;
• providing accurate participant information;
• ensuring that Participants are aware of and comply with these Terms;
• obtaining each Participant’s agreement to the Participant Waiver & Medical Declaration; and
• complying with its obligations under clause 13.

1.5 Individual Clients

An Individual Client is an individual who books or purchases Services for themselves. An Individual Client must:

• provide accurate information;
• comply with these Terms;
• complete the Participant Waiver & Medical Declaration before participating; and
• ensure that their health and physical condition are suitable for the selected Service.

1.6 Registered charity status

Heart Safe Wellness is operated as a business of Heart Safe Australia Pty Ltd.

Heart Safe Australia Pty Ltd is not a registered charity and does not issue tax-deductible receipts.

A payment for our Services is a payment for services, not a charitable donation.

2. Definitions

In these Terms:

2.1 Client

Client means a Corporate Client or Individual Client.

2.2 Participant

Participant means a person who attends, receives or takes part in a Service.

2.3 Corporate Client

Corporate Client means an organisation or business that books Services for its staff, workers, contractors, officers, guests or other Participants.

2.4 Individual Client

Individual Client means an individual who books Services for themselves.

2.5 Services

Services means the wellness, educational, coaching, workshop, retreat, subscription and related services described in clause 3 and in any applicable quotation or booking confirmation.

2.6 Program

Program means a structured wellness, mindfulness, breathwork, movement, coaching or educational offering provided by us.

2.7 Retreat

Retreat means an offsite or residential wellness experience, including a corporate retreat, executive retreat, men’s retreat or women’s retreat.

2.8 Workshop

Workshop means a shorter facilitated session, including a corporate wellness workshop, mindfulness workshop, breathwork session or team-building workshop.

2.9 Subscription

Subscription means the optional Healthy Mind + Body + Spirit guidance service involving weekly or monthly communications, information, exercises, games, guidance or follow-up support.

2.10 Deposit

Deposit means the amount stated in the applicable quotation or invoice that must be paid to secure a Booking.

2.11 Services Fee

Services Fee means the amount payable by the Client to us for our wellness services.

2.12 Venue Costs

Venue Costs means amounts payable by the Client directly to a venue, hotel or retreat property for accommodation and use of the property.

2.13 Travel Costs

Travel Costs means amounts payable by the Client directly to airlines, travel providers or transport operators.

2.14 Booking

Booking means a confirmed agreement for us to provide Services on particular dates, at a particular location and for a particular price.

2.15 Force Majeure Event

Force Majeure Event means an event beyond our reasonable control, as described in clause 10.

2.16 Facilitator

Facilitator means Max Dagenais or another person engaged by us to deliver, support or assist with the Services.

3. Our Services

3.1 General

We provide wellness and educational Services for corporate teams, executives and individuals.

Services are subject to availability, facilitator availability, venue availability, participant numbers, location, travel arrangements and the specific terms of the relevant quotation.

3.2 Corporate Wellness Workshops

Corporate Wellness Workshops may include:

• conscious breathwork;
• mindfulness;
• awareness practices;
• team-building exercises;
• mindful games;
• reflection activities; and
• practical techniques for managing everyday workplace pressure.

Our standard corporate workshop is generally described as a three-hour workshop, although the content, timing and inclusions may vary by Booking.

3.3 Team Mindfulness and Awareness Programs

These Programs may include:

• guided mindfulness practices;
• awareness exercises;
• reflective discussions;
• emotional awareness activities;
• communication practices; and
• activities designed to support team connection.

3.4 Conscious Breathwork Sessions

Conscious Breathwork Sessions may include guided breathing exercises intended to support:

• relaxation;
• calm;
• focus;
• self-awareness; and
• general wellbeing.

Breathwork techniques may vary in intensity. Participants may stop or modify an exercise at any time.

3.5 Me-Time and Micro-Recovery Tools

These Services may include short practices and educational tools for:

• rest;
• reflection;
• recovery from everyday pressure;
• self-care;
• journalling;
• mindful pauses; and
• general wellbeing.

3.6 Corporate Wellness and Team-Building Retreats

Corporate retreats may be offered as one-day, three-day or five-day experiences.

Depending on the Booking, a retreat may include:

• breathwork;
• mindfulness;
• yoga;
• movement;
• team-building activities;
• massages;
• acupuncture or acupressure;
• sound healing;
• me-time activities;
• nutrition or healthy food experiences;
• fitness activities; and
• corporate planning, strategy or team sessions.

The precise activities included will be stated in the relevant quotation or Booking.

3.7 Men’s Inner Strength Retreats

Men’s Inner Strength Retreats are generally described as two-to-three-day experiences for approximately 10–15 Participants.

They may include:

• mindful breathwork;
• stress-management practices;
• men’s circles;
• awareness conversations;
• movement or yoga;
• fitness activities;
• nutrition education;
• reflection;
• journalling;
• connection activities; and
• optional evening activities.

3.8 Women’s Wellness Workshops and Retreats

Women’s wellness workshops are generally described as three-hour experiences for approximately 5–20 Participants.

Women’s retreats may be offered as one-day, two-day or three-day experiences for approximately 10–20 Participants.

They may include:

• mindful breathwork;
• awareness practices;
• yoga or movement;
• self-care and reflection circles;
• creative mindfulness;
• nutrition and general wellbeing education;
• sound healing;
• meditation; and
• group reflection.

3.9 Executive and Leadership Wellness Experiences

Executive and leadership Services may include:

• a two-to-three-day executive wellness retreat;
• a CEO and Executive Mindful Leadership Series;
• weekly 60-minute sessions;
• small executive cohorts, generally limited to approximately 8–10 leaders;
• one-to-one executive mindfulness coaching;
• leadership roundtables;
• guided mindfulness;
• stress-management education;
• mindful communication;
• emotional awareness; and
• wellbeing practices for leaders.

Any biometric feedback, heart-rate variability tracking or similar wellbeing tracking tool will only be used where expressly agreed, with appropriate consent, and subject to our Privacy Policy and applicable law.

3.10 Healthy Mind + Body + Spirit Subscription

The optional Healthy Mind + Body + Spirit Subscription may include:

• weekly or monthly communications;
• information;
• guidance;
• exercises;
• games;
• wellbeing practices; and
• follow-up communications with team members.

The Subscription is a separate paid service and will be quoted individually.

3.11 Corporate team updates and planning

We may provide breathwork, mindfulness, team-building or short wellbeing activities during or around:

• team updates;
• planning days;
• strategy days;
• corporate meetings;
• conferences; and
• other organisational events.

3.12 Locations

Services may be provided at:

• Manly, New South Wales;
• the Hunter Valley, New South Wales;
• the Northern Rivers, New South Wales; and
• other Australian or international locations agreed in writing.

International retreats may include Fiji. Fiji and other overseas locations may involve additional travel, health, safety, insurance, currency, immigration and transport risks.

3.13 No guaranteed outcome

We do not guarantee that a Service will:

• achieve a particular health, business or personal result;
• reduce a particular medical or mental health symptom;
• improve productivity;
• reduce absenteeism;
• prevent burnout;
• improve employee retention; or
• produce any other particular result.

Individual and organisational outcomes vary.

4. Eligibility

4.1 Minimum age

All Participants must be at least 18 years old on the date of participation.

4.2 No minors

We do not accept Participants under 18 years of age in our workshops, retreats, Programs, coaching sessions or other Services.

4.3 Our right to refuse participation

We may refuse or restrict participation where:

• the person is under 18;
• required forms have not been completed;
• we consider participation may be unsafe;
• the person has not disclosed relevant health information;
• the person is intoxicated;
• the person behaves aggressively, abusively or disruptively; or
• participation would breach a venue, insurer or legal requirement.

5. Bookings and Enquiries

5.1 Enquiries

You may contact us through:

• the enquiry form on our website;
• telephone;
• email; or
• another method we make available.

5.2 Quotations

Following an enquiry, we may provide a written quotation or proposal.

A quotation may include:

• the proposed Services;
• dates and times;
• location;
• participant numbers;
• inclusions and exclusions;
• fees;
• payment requirements;
• travel or venue costs;
• cancellation terms; and
• any special conditions.

A quotation is not a Booking and does not guarantee availability.

5.3 Booking confirmation

A Booking is formed only when:

1. 1. we issue written confirmation of the Booking; and
2. 2. we receive the required Deposit, unless we agree otherwise in writing.

Until both conditions are satisfied, availability is not guaranteed.

5.4 Accuracy of information

You must provide accurate and complete information, including:

• the number of Participants;
• the preferred date;
• the location;
• the Services requested;
• relevant venue information;
• accessibility requirements; and
• any other information reasonably required by us.

6. Pricing, Quotations and Payment

6.1 Individual quotations

Prices are not generally published on our website.

Each engagement is quoted individually based on factors including:

• the number of Participants;
• the location;
• the Services selected;
• the duration;
• travel requirements;
• accommodation;
• venue costs;
• third-party service providers;
• equipment;
• catering; and
• other agreed inclusions.

6.2 Services Fee only (venue and travel excluded)

Our quotation and invoice cover our wellness services only, being the workshops, facilitated programs and time at the retreat delivered by our team (the Services Fee).

Venue Costs and Travel Costs are not charged by us, are not received by us and are not payable to us.

The Client contracts directly with each venue and travel provider and pays them directly, on our guidance and recommendations. Those providers’ own terms, cancellation rules and refund policies apply to those payments.

6.3 Quotation validity

Unless stated otherwise in writing, a quotation is valid for 30 days from the date it is issued.

We may withdraw or revise a quotation after that period.

6.4 Deposit

A deposit of 30% of the Services Fee is payable on booking to secure a Booking.

The applicable deposit will be stated in the quotation or invoice.

6.5 Balance payment

The remaining 70% balance of the Services Fee is due two weeks (14 days) before the event date, unless stated otherwise in the quotation or invoice.

The balance is due at this point because by then we have committed and paid for our own facilitator transport, facilitator time, accommodation and program preparation, and final participant numbers must be provided to the venue so the Client’s own booking can proceed.

6.6 Payment method

Payment must be made by bank transfer using the bank details stated on our invoice.

Bank transfer details will be issued with the applicable invoice.

6.7 Currency

Unless stated otherwise, all amounts are in Australian dollars.

6.8 GST

All quoted prices are in Australian dollars and are inclusive of GST.

Heart Safe Australia Pty Ltd is registered for GST and will issue a tax invoice showing the GST component.

6.9 Late payment

If payment is not made by the due date, we may:

• suspend or cancel the Services;
• refuse participation;
• charge reasonable recovery costs to the extent permitted by law;
• require payment before providing further Services; or
• exercise any other rights available under these Terms or at law.

6.10 No cash payments

Unless we agree otherwise in writing, payment must be made by bank transfer.

7. Variations by the Client

7.1 Written requests

Any request to change a Booking must be made in writing.

Changes may include:

• changing the date;
• changing the time;
• changing the location;
• changing the number of Participants;
• adding or removing Services;
• changing accommodation or travel arrangements; or
• changing the duration.

7.2 Effect of a variation

A requested variation may:

• increase or decrease the price;
• require a new quotation;
• affect availability;
• result in additional venue, facilitator, travel or administration costs;
• require revised safety arrangements; or
• be refused where the requested change cannot reasonably be accommodated.

7.3 Participant numbers

Increases in Participant numbers are subject to:

• capacity;
• venue limitations;
• facilitator availability;
• safety requirements; and
• our written approval.

The Client remains responsible for the price stated in the Booking unless we agree to a variation in writing.

8. Cancellations, Transfers and Refunds

8.1 Services Fee cancellations, transfers and credits

This clause 8.1 applies to amounts paid to us for the Services Fee only. It does not apply to Venue Costs or Travel Costs, which are dealt with separately in clause 8.2.

No refunds (Services Fee). If the Client cancels a Booking or cannot attend (including more than 30 days before the event, 30 days out, 14 days out, 7 days out, or for a non-attendance/no-show), no refund of any amount paid to us for the Services Fee is provided under any circumstances.

Deposit forfeited if the Client cancels without transferring (Services Fee). If the Client cancels a Booking and does not request (or does not proceed with) a transfer, the deposit paid to us for the Services Fee is forfeited and retained by us.

One transfer only (Services Fee). A Booking may be transferred to a later date only once per Booking. A second transfer is not permitted. If the Client cancels after using the one permitted transfer, the amount paid to us for the Services Fee is forfeited and retained by us.

No cancellation once the balance is due/paid (Services Fee). From two weeks (14 days) before the event date (when the full balance of the Services Fee is due), the Booking is confirmed and cannot be cancelled, and amounts paid to us for the Services Fee are not refundable.

Credit mechanics for a transfer (Services Fee). Instead of a refund, 100% of the amount paid to us for the Services Fee will be held as a credit and applied to the transferred Booking, provided that:

• the transfer request is made in writing; and
• the transfer is subject to availability, including venue and Facilitator availability.

The credit is valid for six (6) months from the date of the original event and must be used within that period, after which it expires and is forfeited.

The balance of any amount not yet paid to us for the Services Fee remains payable in accordance with the quotation or invoice.

Nothing in this clause limits, excludes or modifies any right or remedy that cannot lawfully be excluded under the Australian Consumer Law. Where a consumer guarantee under the Australian Consumer Law applies and cannot be excluded, these transfer and credit rights are in addition to (not instead of) those guarantees.

8.2 Venue and travel arrangements

Where the Client cancels, postpones, or a delay occurs, the Client is responsible (with our guidance and reasonable assistance) for rebooking and managing its own venue and accommodation arrangements directly with the venue, and for rebooking and managing its own travel directly with the travel provider.

Any refund, credit or transfer of Venue Costs or Travel Costs depends entirely on the relevant provider’s own terms. We do not control those providers and are not responsible for their acts, omissions, delays or refusals.

We will provide reasonable assistance but make no guarantee that a venue or travel provider will offer a refund, credit or a new date.

9. Changes or Cancellation by Us

9.1 Changes

We may reasonably change:

• a Facilitator;
• the venue;
• the timetable;
• the order of activities;
• the Services;
• the format; or
• the date,

where reasonably necessary because of:

• Facilitator availability;
• venue availability;
• participant safety;
• weather;
• operational requirements;
• government restrictions;
• a Force Majeure Event; or
• another matter outside our reasonable control.

9.2 Notice

We will provide reasonable notice of material changes where practicable.

9.3 Cancellation by us

We may cancel or reschedule a Booking where necessary, including because of a Force Majeure Event, safety issue, insufficient enrolment, venue closure, Facilitator unavailability or another matter beyond our reasonable control.

9.4 Options

Where we cancel a Service, we will generally offer one or more of the following options:

• transfer to a later date;
• credit towards a future Service; or
• a refund of amounts paid to us for the cancelled part of the Service (being the part of the Services Fee not delivered).

We do not refund Venue Costs or Travel Costs because we never received those amounts. We will provide reasonable assistance with the Client’s own rebooking with relevant venues and travel providers.

9.5 Liability

To the extent permitted by law, we are not responsible for indirect or consequential loss arising from a change, rescheduling or cancellation by us.

Nothing in this clause excludes rights or remedies that cannot lawfully be excluded under the Australian Consumer Law.

10. Force Majeure

10.1 Force Majeure Event

A Force Majeure Event includes an event beyond our reasonable control, including:

• severe weather;
• storm;
• natural disaster;
• fire;
• flood;
• pandemic;
• epidemic;
• public health order;
• civil unrest;
• war;
• terrorism;
• strike;
• industrial action;
• government restriction;
• border closure;
• venue closure;
• transport failure;
• power or telecommunications failure;
• serious illness or unavailability of a key Facilitator; and
• any similar event beyond our reasonable control.

10.2 Effect

If a Force Majeure Event affects a Booking:

• we will notify the Client as soon as reasonably practicable;
• we may suspend, reschedule, change or cancel the affected Service;
• we will not be liable for failure or delay caused by the Force Majeure Event;
• we will take reasonable steps to offer a transfer, credit or other practical arrangement in relation to our Services; and
• we will refund amounts paid to us for Services not delivered (being the relevant part of the Services Fee), subject to the cancellation and transfer terms in clause 8.

The Client’s venue and travel arrangements are the Client’s own contracts with third-party providers. Any disruption to Venue Costs or Travel Costs must be dealt with between the Client and those providers, with our guidance and reasonable assistance.

10.3 International retreats

International retreats, including Fiji retreats, carry additional risks of:

• flight disruption;
• border restrictions;
• weather events;
• venue closure;
• illness;
• political or civil disruption;
• changes to local laws;
• transport disruption; and
• medical or evacuation costs.

The venue and travel partners for the Fiji retreat have not yet been selected and the cancellation stages for that retreat will be set once they are appointed.

If we cancel or reschedule an international retreat (including to Fiji), the Client is responsible for managing its own travel arrangements and insurance, and we will provide reasonable assistance.

Participants are responsible for obtaining appropriate travel insurance, including medical, cancellation, disruption and evacuation cover suitable for the destination.

11. Participant Responsibilities, Health and Safety

11.1 Waiver and medical declaration

Each Participant must complete and return the Participant Waiver & Medical Declaration before participating.

We may refuse participation if the required document is not completed or if the information provided is incomplete.

11.2 Health disclosures

Participants must disclose relevant information that may affect their safety or ability to participate, including:

• cardiac conditions;
• respiratory conditions;
• blood pressure conditions;
• seizure conditions;
• pregnancy;
• significant physical conditions;
• relevant injuries;
• mental health conditions;
• medications that may affect participation; and
• any other condition or circumstance that may create a risk.

11.3 Medical advice

Participants should consult a doctor or another qualified health professional before participating if:

• they have a medical condition;
• they are pregnant;
• they have any concern about their ability to participate;
• they are unsure whether breathwork or physical activity is suitable; or
• they have been advised to avoid physical activity or particular breathing exercises.

11.4 Following instructions

Participants must:

• follow reasonable instructions from Facilitators;
• act respectfully towards other Participants and staff;
• use equipment safely;
• disclose relevant changes in their health;
• stop an activity if they feel unwell; and
• immediately inform a Facilitator of any injury, illness, discomfort or concern.

11.5 Right to decline or stop

A Participant may sit out of, modify or decline any activity at any time.

A Participant does not need to provide an explanation for declining an activity.

11.6 Exclusion from an activity

A Facilitator may stop or exclude a Participant from an activity where the Facilitator reasonably considers that:

• the Participant may be unwell;
• participation may create a risk;
• the Participant is not following safety instructions;
• the Participant is intoxicated;
• the Participant is behaving aggressively or disruptively; or
• the activity is not suitable for the Participant at that time.

11.7 Emergency procedure

In an emergency:

• call 000 in Australia;
• call the relevant local emergency service when overseas;
• follow the directions of emergency personnel; and
• notify a Facilitator as soon as reasonably practicable.

11.8 Scope of Facilitators

Our Facilitators are not counsellors, therapists or medical practitioners unless separately described and appropriately qualified in that capacity.

Facilitators do not provide clinical advice, medical advice, diagnosis or treatment.

12. Physical Activities and Inherent Risks

12.1 Voluntary participation

Participation in our Services is voluntary.

Participants are responsible for deciding whether to participate in an activity, subject to the safety directions of the Facilitator.

12.2 Inherent risks

Activities may include inherent risks associated with:

• breathwork, including intensive conscious breathing;
• yoga;
• Pilates;
• movement;
• stretching;
• functional fitness;
• group fitness;
• FUN fitness;
• sound healing;
• massage;
• acupuncture;
• acupressure;
• outdoor activities;
• travel;
• uneven surfaces;
• environmental conditions;
• group interaction; and
• being in a retreat or residential environment.

12.3 Examples of risks

Risks may include:

• physical strain;
• muscle soreness;
• dizziness;
• fainting;
• nausea;
• emotional discomfort;
• aggravation of a pre-existing condition;
• allergic reaction;
• slips, trips or falls;
• injury from movement or equipment;
• infection;
• complications associated with massage or acupuncture;
• travel-related illness or injury; and
• other risks that cannot reasonably be eliminated.

12.4 Risk acknowledgement

By participating, the Participant acknowledges that they have been informed of the general nature of these risks and voluntarily chooses whether to participate.

This clause does not exclude or limit any liability that cannot lawfully be excluded or limited.

13. Corporate Client Obligations

Where a Corporate Client books Services for its employees, contractors, officers, guests or other Participants, the Corporate Client must:

13.1 Participant agreement

Obtain each Participant’s agreement to:

• these Terms;
• the Participant Waiver & Medical Declaration; and
• any reasonable safety or venue requirements.

13.2 Participant numbers

Provide accurate participant numbers and promptly notify us of any changes.

13.3 Venue

Provide a suitable, safe and reasonably accessible space for a workshop unless we have agreed to arrange the venue.

The Corporate Client must disclose relevant venue conditions, including:

• hazards;
• access restrictions;
• emergency arrangements;
• facilities;
• occupancy limits;
• electrical or equipment requirements; and
• any relevant health and safety requirements.

13.4 Point of contact

Nominate one primary contact person for the engagement.

The nominated contact must be authorised to provide instructions and receive communications about the Booking.

13.5 Payment and third-party arrangements

The Corporate Client is responsible for payment of the Services Fee to us as stated in the quotation or invoice.

The Corporate Client is also responsible for its own venue, accommodation and travel arrangements (including Venue Costs and Travel Costs) and for contracting and paying those providers directly.

13.6 Workplace obligations

The Corporate Client remains responsible for its own workplace health and safety obligations, employee management obligations and any obligations owed to its staff or contractors.

14. Subscription Services

14A. We are not a travel agent or venue provider

We provide wellness services at a venue arranged with the Client. We do not sell, arrange or supply accommodation, flights or transport as a travel agent.

We may work with a venue and with travel providers on the Client’s behalf to define requirements — including the type of accommodation, rooms, spaces and facilities needed for the program, and suitable travel arrangements. However, the venue and all travel arrangements are booked in the Client’s name and paid by the Client directly, and we are not a party to those contracts.

We do not sign venue agreements, we are not liable to a venue or travel provider for the Client’s payment, and we are not liable to the Client for the acts, omissions or performance of any venue or travel provider.

Where we assist by making an enquiry, holding an option or coordinating with a venue or travel provider, we do so as the Client’s coordinator only and not as contracting party, and the Client indemnifies us against any liability we incur to that provider as a result of the Client’s failure to book or pay.

Venue Costs and Travel Costs are the Client’s own arrangements with third-party providers, and we do not act as agent for any venue or travel provider.

We do not currently receive any commission, referral fee or other payment from any venue, accommodation provider or travel provider in connection with a Client’s booking, and if this changes we will disclose it.

Venue details are not published. We recommend a range of venue options across different locations and the venue is selected for each program, and we can also work with a venue the Client prefers.

14.1 Separate service

The Healthy Mind + Body + Spirit Subscription is a separate paid service quoted individually.

14.2 Content

The Subscription may include:

• weekly or monthly communications;
• information;
• exercises;
• games;
• general wellbeing guidance;
• practical activities; and
• follow-up communications with team members.

14.3 No clinical service

Subscription content is general wellness and educational content.

It is not medical, psychological or therapeutic advice.

14.4 Subscription term and cancellation

The Subscription will continue for the period stated in the quotation or other written agreement.

The Client may cancel the Subscription by giving us written notice equal to one full billing cycle — that is, one (1) week’s notice for a weekly Subscription and one (1) month’s notice for a monthly Subscription.

The Subscription will continue until the end of the paid billing cycle in which notice is given.

Cancellation requests must be made in writing.

14.5 Electronic communications

Subscription and marketing communications will be sent in accordance with the Spam Act 2003 (Cth).

Where required by law:

• we will obtain consent before sending commercial electronic messages;
• messages will identify the sender;
• messages will include a functional unsubscribe facility; and
• unsubscribe requests will be processed within the applicable legal timeframe.

Each commercial communication will contain a clear and functional method to unsubscribe.

14.6 Service communications

Operational communications about a Booking, payment, safety matter or requested Service may be sent where reasonably necessary to administer the Client’s engagement.

15. Intellectual Property

15.1 Our materials

All intellectual property in materials we provide or develop remains our property or the property of our licensors.

This includes:

• program materials;
• exercises;
• worksheets;
• scripts;
• written content;
• presentations;
• recordings;
• audio content;
• videos;
• templates;
• training materials;
• website content;
• brand assets;
• logos;
• trade names; and
• the Heart Safe Wellness name and branding.

15.2 Limited use

Subject to payment of all applicable fees, we grant the Client a limited, non-exclusive, non-transferable right to use materials provided during the engagement for the Client’s internal use.

15.3 Restrictions

The Client must not, without our prior written consent:

• resell our materials;
• redistribute our materials publicly;
• copy or reproduce our materials for external use;
• publish our materials online;
• modify our materials for commercial use;
• use our materials to deliver a competing program;
• remove our branding or ownership notices;
• record a session; or
• permit a third party to use our materials.

15.4 No broader licence

No licence or right is granted beyond the limited use expressly stated in these Terms or the relevant written agreement.

15.5 Client materials

The Client grants us a non-exclusive licence to use Client materials provided to us solely to deliver the Services.

The Client warrants that it has the right to provide those materials to us.

16. Confidentiality and Privacy

16.1 Mutual confidentiality

Each party must keep confidential information received from the other party confidential and must not disclose it except:

• with consent;
• to professional advisers who are bound by confidentiality obligations;
• where disclosure is required by law;
• where reasonably necessary to provide the Services; or
• where the information is already publicly available other than through a breach of confidentiality.

16.2 Personal information

We handle personal information in accordance with our Privacy Policy.

Our Privacy Policy will explain:

• what personal information we collect;
• why we collect it;
• how we use it;
• how we disclose it;
• how we protect it;
• how individuals may access or correct it; and
• how privacy complaints may be made.

16.3 Service providers

We may use third-party service providers to support our operations, including:

• Zoho Forms for enquiry forms;
• Zoho Campaigns for group communications;
• Abacus AI for website hosting and related website services;
• banks and payment service providers;
• venues;
• travel providers;
• technology providers; and
• independent Facilitators.

The handling of personal information by these providers will be addressed in our Privacy Policy.

16.4 Group discussions

We expect Participants to respect the privacy of other Participants.

Men’s circles, women’s circles, executive discussions, team discussions and other group activities may involve personal information being shared.

However, we cannot guarantee that other Participants will keep information confidential.

Participants must not record, publish or repeat personal information shared by another Participant without that person’s consent.

16.5 Facilitator obligations

Facilitators are required to comply with confidentiality obligations applicable to their engagement with us.

17. Photography, Video and Testimonials

17.1 Photography and video

We may take photographs or video at workshops, retreats and other Services for operational, educational, promotional or marketing purposes.

17.2 Consent

We will only publish an identifiable photograph, video or testimonial where we hold the relevant person’s written consent.

Consent may be collected through:

• a separate consent form;
• an online consent process;
• a written agreement; or
• a clause in the Participant Waiver & Medical Declaration.

17.3 Testimonials

We will seek consent before publishing:

• a Participant’s name;
• a company name;
• a job title;
• a photograph;
• a video;
• a written testimonial; or
• an identifiable quotation.

17.4 Withdrawal of consent

A person may withdraw consent for future use by contacting us in writing.

Withdrawal of consent will not affect lawful use that occurred before consent was withdrawn.

Where reasonably practicable, we will stop using the relevant material for future promotional use after receiving a valid withdrawal request.

17.5 Third-party rights

A Client must not provide us with a photograph, video, testimonial, company name or quotation unless it has obtained all necessary permissions.

18. Insurance

18.1 Our insurance

We hold public liability and professional indemnity insurance with Berkley Insurance Company trading as Berkley Insurance Australia, policy reference 202008-1271 R5 BIA.

The policies are held under Heart Safe Australia Pty Ltd (ABN 22 642 092 993) and cover public liability and professional indemnity.

18.2 Independent Facilitators

Facilitators attend as independent contractors unless we expressly state otherwise in writing.

Each Facilitator is responsible for maintaining:

• current qualifications;
• professional registration where required;
• appropriate professional competence;
• their own insurance; and
• any licences or approvals required for the Services they provide.

18.3 No employment relationship

Nothing in these Terms creates an employment, partnership, joint venture or agency relationship between the Client and any Facilitator.

19. Liability

19.1 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth), that cannot lawfully be excluded, restricted or modified.

This includes applicable consumer guarantees relating to services under sections 60–62 of the Australian Consumer Law.

19.2 Due care and skill

To the extent applicable, we will provide the Services with due care and skill.

19.3 Fitness for purpose and reasonable time

Where applicable, the Services will be provided consistently with any particular purpose made known to us and accepted by us, and within the agreed timeframe or, where no timeframe is agreed, within a reasonable time.

19.4 Excluded loss

To the maximum extent permitted by law, we are not liable for:

• indirect loss;
• consequential loss;
• loss of revenue;
• loss of profit;
• loss of anticipated savings;
• loss of opportunity;
• loss of goodwill;
• loss of reputation;
• loss of data; or
• business interruption.

19.5 Liability cap

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with a Service is limited to the amount paid or payable for the specific Service giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded.

19.6 Consumer guarantees that cannot be excluded

Where a consumer guarantee applies and cannot be excluded but our liability may lawfully be limited, our liability is limited, at our option, to:

• supplying the Services again; or
• paying the cost of having the Services supplied again.

This limitation applies only to the extent permitted by the Australian Consumer Law.

19.7 Personal injury, death and reckless conduct

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• wilful misconduct;
• reckless conduct;
• a breach of a liability that cannot lawfully be excluded or limited; or
• any other liability that cannot lawfully be excluded or limited.

19.8 Participant conduct

We are not responsible for loss or injury caused by:

• a Participant’s failure to disclose relevant health information;
• a Participant’s failure to follow reasonable instructions;
• a Participant’s participation contrary to medical advice;
• a Participant’s failure to stop when feeling unwell;
• a Participant’s misconduct; or
• risks voluntarily accepted by the Participant,

except to the extent caused by our negligence or another liability that cannot lawfully be excluded.

20. Dispute Resolution

20.1 Contact us first

A Client should first contact us to discuss and attempt to resolve any complaint or concern.

20.2 Written notice of dispute

If the issue is not resolved, the Client must provide a written notice of dispute setting out:

• the nature of the dispute;
• the relevant facts;
• the outcome sought; and
• any supporting documents.

20.3 Good-faith negotiation

The parties must attempt to resolve the dispute in good faith for 21 days after the notice of dispute is received.

20.4 Mediation

If the dispute is not resolved through negotiation, the parties must attempt mediation before commencing court proceedings, unless urgent relief is required.

The mediator will be:

• agreed by the parties; or
• if the parties cannot agree, appointed by the Resolution Institute.

The parties will share the mediator’s fees equally unless the mediator or the parties agree otherwise.

20.5 Court proceedings

A party may commence court proceedings only after the dispute resolution steps above have been attempted, except where the party seeks urgent injunctive, declaratory or other interlocutory relief.

21. Termination

21.1 Termination by us

We may terminate a Booking or other agreement immediately by written notice if the Client:

• materially breaches these Terms;
• fails to pay an amount when due;
• provides materially inaccurate information;
• behaves in an unsafe, abusive, threatening or seriously disruptive way;
• exposes us, a Facilitator, a venue or another Participant to unreasonable risk; or
• becomes insolvent or unable to pay its debts.

21.2 Termination by the Client

The Client may terminate the engagement in accordance with the cancellation provisions in clause 8 or the applicable written Booking terms.

21.3 Consequences of termination

On termination:

• the Client must pay amounts due for Services already provided;
• the Client must reimburse agreed or committed costs to the extent applicable;
• any rights or obligations intended to continue will survive termination; and
• the Client must stop using our confidential information and materials, subject to any agreed internal record-keeping requirements.

21.4 Survival

Clauses concerning payment, intellectual property, confidentiality, privacy, liability, dispute resolution and any other clause intended by its nature to survive will continue after termination.

22. General

22.1 Entire agreement

These Terms, together with the applicable quotation, Booking confirmation, Participant Waiver & Medical Declaration, Privacy Policy and other written documents expressly incorporated into the engagement, constitute the entire agreement between the parties about the relevant Services.

22.2 Variation

We may vary these Terms by publishing an updated version on our website.

A variation will not change the agreed price or material terms of a confirmed Booking unless:

• the parties agree in writing;
• the change is required by law; or
• the change is reasonably necessary for safety, compliance or operational reasons.

22.3 Assignment

A Client must not assign, transfer or novate its rights or obligations without our prior written consent.

We may assign or transfer our rights and obligations as part of a restructure, sale, transfer of business or related transaction, provided this does not materially reduce the Client’s rights.

22.4 Severability

If a provision of these Terms is invalid, illegal or unenforceable, it will be read down to the extent necessary or severed, and the remaining provisions will continue to apply.

22.5 No waiver

A failure or delay by a party to exercise a right does not waive that right.

A waiver must be in writing.

22.6 Notices

Notices must be in writing and sent to:

• the email address nominated by the relevant party;
• the email address stated in the applicable quotation; or
• the contact details in clause 23.

A notice sent by email is taken to be received when the sender does not receive an automated delivery failure message.

22.7 Independent advice

Each party has had the opportunity to obtain independent legal and financial advice before agreeing to these Terms.

22.8 Review of these Terms

We may review and update these Terms from time to time to reflect:

• changes to our Services;
• changes to our business;
• changes to technology;
• changes to applicable law;
• changes to our service providers; or
• changes to safety or operational requirements.

The current version will be published on our website.

22.9 Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and courts entitled to hear appeals from them.

23. Contact

Heart Safe Australia Pty Ltd trading as Heart Safe Wellness

• ABN: 22 642 092 993
• Address/location: Sydney Northern Beaches, New South Wales, Australia
• Phone: 1300 728 354
• Website: https://www.heartsafewellness.au
• Email: [email protected]