Licence Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT PRIOR TO USING THE PT ESSENTIALS SERVICE.

PLEASE INDICATE ACCEPTANCE BY SELECTING THE ''I ACCEPT” BUTTON AT THE BOTTOM OF THIS LICENCE AGREEMENT.

IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT, PLEASE SELECT THE “I DECLINE” BUTTON AND YOU MAY NOT USE AND HAVE NO RIGHTS TO ACCESS OR USE THE PT ESSENTIALS SERVICE OR THE PT ESSENTIALS WEBSITE.

1. Definitions.

"ACL" means the Australian Consumer Law specified in the Competition and Consumer Act 2010 (Cth).

“Business Hours” means the hours of 8.30am to 5.00pm AEST from Monday to Friday excluding public holidays.

"GST Law" has the same meaning given to that term in A New Tax System (Goods andServices Tax) Act 1999 (Cth).

“PT Essentials” means PT Essentials trading as PT Essentials (ABN 21 876 686 728).

"PT Essentials Service" means Our personal training and fitness service, inclusive of Our provision of access to the PT Essentials Website.

"PT Essentials Website" means the Internet website at URL: www.ptessentials.com.au & www.ptapp.com.

“You” and “Your” means the person or entity who or which has entered this Agreement.

“We”, “Us” or “Our” means PT Essentials.

2. Licence.

Subject to You paying Us the relevant fees for the PT Essentials Service, We grant you a non-exclusive, non-transferable licence to access and use the PT Essentials Website over the internet for your personal fitness purposes.

3. Obligations and Restrictions.

It is a condition of this Licence Agreement that:

  • all of the information provided by You to Us in order to use the PT Essentials Services is correct and current; and
  • You have all necessary rights, power and authority to enter into and perform Your obligations under this Licence Agreement.

You agree:

  • to use the PT Essentials Service in accordance with any instructions that We may give You from time to time;
  • to use the PT Essentials Service in accordance with all applicable laws, including the local laws of the country or region in which You reside or use them; and except as expressly provided in this Agreement, to prohibit access to or use of the PT Essentials Service by third parties.

You may not:

  • copy, distribute, rent, lease or sublicence, assign or transfer the PT Essentials Service;
  • modify, adapt, translate or create derivative works based upon the PT Essentials Service;
  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the PT Essentials Service;
  • use any robot, spider, screen scraper, data aggregation tool or other automatic device or process ("Automated Process") to process, monitor, copy or extract any web pages on the PT Essentials Website, or any of the information, content or data contained within or accessible through the PT Essentials Website, without Our prior written permission;
  • use any Automated Process to aggregate or combine information, content or data contained within or accessible through the PT Essentials Website with information, content or data accessible via or sourced from any third party;
  • use any device, software (including but not limited to introducing a virus, a worm or other malicious code), process or routine to interfere or attempt to interfere with the proper working of the PT Essentials Website or any transaction or process being conducted on or through it;
  • take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to the PT Essentials Website; and
  • remove any proprietary notices or labels on the PT Essentials Service.

To enable You to access the PT Essentials Website, We will issue You with a user name and password. You:

  • must take all reasonable steps to safeguard the user name and password and ensure no other person uses such user name or password;
  • must notify Us if you become aware or have reason to suspect that there has been any unauthorised; and
  • are responsible for providing at Your cost all computer and telecommunications facilities that You require in order to access and use the PT Essentials Website.

You acknowledge that the PT Essentials Service may not always be available due to system maintenance, lack of internet service or technical disruption. You agree that We will not be liable for any loss or damage incurred by You as a result of the unavailability of the PT Essentials Service in accordance with this clause.

4. Intellectual Property Ownership.

You acknowledge that We are the owner or licensee of all intellectual property rights in or pertaining to the PT Essentials Service. The structure, organization and code of the PT Essentials Service and the PT Essentials Website are Our valuable trade secrets and confidential information. Except as expressly stated in this Agreement, We do not grant You any intellectual property rights and all rights not expressly granted are reserved by Us.

5. Links to Third Party Websites

The PT Essentials Website may provide links to access to various other websites on the Internet ("Third Party Websites"). You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of any Third Party Websites. The inclusion of Third Party Websites does not imply Our endorsement of the Third Party Website or any association with the Third Party Websites’ operators.

6. Servers.

You acknowledge that any information that is recorded by Your use of the PT Essentials Service or the PT Essentials Website (“Information”) may be stored on Our servers.

We will use its reasonable endeavours to protect Information that is stored on Our servers but will not be held liable for the protection of any Information in the event Our servers are subjected to any action or omission of You or any third party, including any ISP, hacker or electricity provider or any malware, virus, worm, botnet, trojan, spyware or other malicious software or harmful code or attack.

You agree that We are not responsible for the content of any Information that is stored on Our servers as a result of Your use of the PT Essentials Service or the PT Essentials Website.

You agree that We may periodically delete the Information from Our servers and You release Us from any liability that You may incur in relation to the deletion of the Information.

You agree that We may use such Information to assist Us in in providing the PT Essentials Service or the PT Essentials Website. To enable Our partners or third party developers to improve the PT Essentials Service or the PT Essentials Website, We may provide any such partner or third party developer with a subset of the Information that is relevant to that partner's or developer's services, as long as the Information is in a form that does not personally identify You.

You agree that We may periodically delete the Information from its servers and You release Us from any liability that you may incur in relation to the deletion of the Information.

7. Privacy.

You agree that, in using the PT Essentials Service, you are allowing Us to use any of Your own personal information disclosed to Us through Your use of the PT Essentials Service or the PT Essentials Website in accordance with Our privacy policy found at www.ptapp.com/privacy.

8. Fees and taxes

You agree to pay Us the applicable subscription fees in relation to Your use of the PT Essentials Service in accordance with Our directions which will be notified to You from time to time.

In this clause 8, the terms "consideration", "GST", "input tax credit", "recipient", "supplier", "supply" and "tax invoice" have the same meaning given under GST Law.

Unless expressly stated otherwise in this Agreement, all fees are exclusive of GST.

If GST is payable on any supply made under this Agreement by a party ("Supplier") to another party ("Recipient"), the Recipient must, subject to any contrary provision, pay to the Supplier in addition to and at the same time as the consideration is payable or to be provided for the supply, an additional amount calculated by multiplying the value of that consideration by the prevailing GST rate.

The Supplier must issue a valid tax invoice to the Recipient before any payment for a supply made by the Supplier under this Agreement is due.

Any reference to a cost or expense in this Agreement excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party is entitled to an input tax credit.

You must not withhold any payment under this Agreement or make a deduction from it for any reason including because You claim to have a set-off, counterclaim, or other right against Us or any other person

You must pay interest calculated on a daily basis for any amount which You do not pay on time for the period it is unpaid. The rate of interest applying to such amount is 3% per annum.

9. Termination.

This Licence Agreement is effective upon your indication of your acceptance as stated above and continues for the applicable subscription period ("Initial Period"). Upon the expiry of the Initial Period, this Agreement will automatically renew for a further period of the same duration as the Initial Period unless You notify us no later than 30 days prior to the expiry of the Initial Period that You do not wish for this Agreement to be renewed.

Either party may terminate this Licence Agreement by notice to the other party if the other party breaches any material terms and conditions of this Agreement.

This Licence Agreement will automatically terminate if you breach any of the terms and conditions of this Licence Agreement. You may also terminate this Licence Agreement at any time by ceasing to use the PT Essentials Services.

10. Warranties.

The ACL as well as other laws imply into this Licence Agreement certain guarantees.

The PT Essentials Service may come with guarantees that cannot be excluded under the ACL. For Our breach of any such guarantee, You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. The ACL specifies what constitutes a major failure. In relation to any services We provide to You under this Licence Agreement which are under any such guarantee, You are entitled to have the services supplied again or the payment of the cost of having the services supplied again.

Any and all warranties or conditions which are not guaranteed under the ACL and which are not expressly included as additional warranties or conditions under this Licence Agreement are excluded.

The warranties given by Us under this Licence Agreement do not cover damage caused by Your misuse or abusive use of the PT Essentials Service.

11. Limitation of Liability.

In no event will We be liable to You in contract, tort (including negligence) or on any other basis for any consequential, indirect, incidental damages, or any lost profits or lost savings, even if We have been advised of the possibility of such loss, damages, or claims. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. Our aggregate liability shall be limited to the amount paid for the PT Essentials Service, if any.

Nothing contained in this Licence Agreement limits Our liability to You in the event of death or personal injury resulting from Our negligence or for the tort of deceit (fraud). Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms of this clause 11 may not be applicable to You.

12. Governing Law.

This Licence Agreement will be governed by and construed in accordance with the substantive laws in force in Australia. The courts of New South Wales, Australia shall have non-exclusive jurisdiction over all disputes relating to this Licence Agreement. This Licence Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

13. General.

If any part of this Licence Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.

Neither We nor You may assign any of our respective rights or obligations without the consent of the other party, which must not be unreasonably withheld. You agree that We may subcontract duties at its sole discretion to any third party.

We reserve the right to amend this Licence Agreement from time to time for legal or commercial reasons. If You do not agree with the amended Licence Agreement, You may terminate this Licence Agreement without liability by notice to Us but in that case, You must not continue to use the PT Essentials Service. Your continued use of the PT Essentials Service will represent an agreement by You to be bound by this Licence Agreement as amended.