Effective date: 22 August 2026
Version: 1.0

Please read these Platform Terms and any other relevant documents comprising the Agreement carefully. They govern your relationship with us and set out legally binding provisions which regulate access to and use of our Platform.

General Platform Terms of Service

Welcome to MyCoach-ee, an online coaching marketplace and software platform owned and operated by MyCoach-ee Pty Ltd ACN 698 314 439 and its Related Bodies Corporate (the “Company”, “we”, “our” and “us”) which provides a technology platform that helps individuals find, connect with and engage independent coaches, together with related practice management, content library and community features, pursuant to these terms of service (these “Platform Terms”).

When you register a User Account, or access or use the Platform, you enter into a legally binding contract (“Agreement”) between us and you (“you” or “your”) or the company, partnership, association, or other legal entity you represent (“Legal Entity”) in respect of your use of the Platform, to which these Platform Terms apply.

These Platform Terms govern all end users of the Platform, whether Coachee, Coach, Enterprise Customer or Coaching Business.

1. How to read these Platform Terms

1.1 Terms in bold or defined in clause 1.5 below have specific meanings given to them in these Platform Terms.

1.2 Headings may assist you, but they are for reference only and are not binding.

1.3 These Platform Terms contain hyperlinks which may take you to additional documents or webpages that you should also read, including our Privacy Policy, which forms part of this Agreement.

1.4 In this Agreement, (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) a reference to "party" is to you or us as the context dictates and a reference to "parties" is to both you and us; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (iv) unless the context otherwise requires, references in these Platform Terms to a statute means such statute as amended from time to time and includes any successor legislation and any regulations made under it; and (v) these Platform Terms are to be construed without regard to any presumption or rule requiring construction or interpretation against the party who drafted a provision or caused a provision to be drafted.

1.5 Definitions

Abusive Conduct includes:

unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorisation of the owner of the system or network;
granting logins or password information to any other person or affiliate;
using the same username or password for multiple accounts;
monitoring data or traffic on any network or system without the express authorisation of the owner of the system or network;
any activity that interferes with the operation, security, or availability of the Platform, including, without limitation, flooding, deliberate attempts to overload a system, denial of service attacks and broadcast attacks;
collecting or using personal information, email addresses, screen names or other identifiers without the valid consent of the person identified (including, without limitation, phishing, scamming, password theft, scraping, and data harvesting);
collecting or using information without the consent of the owner of the information;
using the Platform to covertly gather or transmit information about a user;
any conduct that is likely to result in retaliation against us, a Coach, a Coachee or a Coaching Business, or our/their employees, officers or other agents;
any act that constitutes a misuse of a party’s or any other person's confidential information or privacy; or
devising any form of work-around to the Platform.

Applicable Laws means all applicable local, state, federal and national laws in any relevant jurisdiction, including those with respect to:

Export Laws;
workplace monitoring and surveillance laws and regulations;
wiretapping and other communications secrecy laws;
statutory and common law data privacy and information security requirements and protections;
consumer protection laws; and
employment, discrimination and labour laws and regulations.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), and the Australian Consumer Law Regulations being as set out in Parts 6 and 7 of the Competition and Consumer Regulations 2010 (Cth).

Claim means a claim, occurrence, action, cause of action (whether at law or in equity), debt, damage, demand, offset, payment, royalty, cost, attorney fee, obligation of every kind and nature, right, liability, charge, expense, contract, promise, or agreement, any claim for contribution or indemnity, and any claim for Consequential Loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claim for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which it is based (e.g. in contract, tort, breach of statutory duty or common law cause of action), whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated.

Coach means the person who registers for or uses the Platform to be discovered by, matched with and engaged by Coachees to provide coaching services, whether as an individual Coach operating on their own account or as a Coach associated with a Coaching Business.

Coachee means an individual who registers for or uses the Platform as an end user to find, connect with and engage Coaches, and to use related Platform features.

Coaching Business means a coaching collective, business or other organisation or Legal Entity that enters into this agreement to operate a business profile on the Platform under which one or more associated Coaches operate.

Coach-Coachee Agreement means the separate agreement between a Coach (or Coaching Business) and a Coachee that governs the supply of coaching services.

Consequential Loss means any consequential, indirect, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of or unauthorised access to or alteration, deletion of, or failure to store, content or data, or for loss of or damage to goodwill, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not, which you may directly or indirectly suffer in connection with the use of the Platform or any linked website, even if advised of the possibility of such damages.

Enterprise Admin means the User Account used by an administrator, human resources user or other personnel of an Enterprise Customer, whose User Account may permit access to certain reports and reporting tools.

Enterprise Agreement means a separate agreement entered into between us and a Legal Entity provisioning for use of the Platform, such as Enterprise Customers.

Enterprise Customer means a Legal Entity that purchases or provisions access to the Platform for Enterprise Users to receive coaching as Coachees.

Enterprise User means a Coachee who is a Managed User.

Export Laws means all Applicable Laws restricting and/or regulating:

the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, technology, technical know-how, data or information; and/or
the import, export, supply, disclosure, transfer or transmission of goods, services, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons.

Fees means the Registration Fees, the Subscription Fees and the Service Fee, and any other charges due to us, or any one or more of them as the context requires.

Force Majeure Event means an event, or a series of related events, that is outside our reasonable control, including but not limited to failures of the internet or any public telecommunications network, satellite or hosting failures, cyberattacks (including denial of service attacks or the introduction of viruses or other Malicious Code), power outages, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.

Indemnified Parties means each of our directors, officers, employees, personnel, agents and contractors.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Introduction means any match, introduction, enquiry, search result or platform communication through which a Coach (or Coaching Business) and a Coachee are first connected through the Platform.

Loss means any damage, loss, injury, cost, expense or liability of any kind incurred by the person concerned, including reasonable legal costs and disbursements, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning.

Malicious Code means:

any code, program or sub-program whose purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of software, code, a program or a sub-program; or
any device, method or token that permits any person to circumvent the normal security of the Platform or the system containing the code, or infiltrates a computer, system or service without the prior consent or knowledge of the user, owner or licensee, including any virus, timebomb or software lock.

Managed User means a user whose User Account is provisioned under an Enterprise Agreement.

Matching Tools means the artificial intelligence and other matching, search and recommendation tools used by the Platform to suggest Coaches to Coachees based on information supplied by users.

Offensive Conduct includes conduct that:

harasses, bullies, stalks, threatens, intimidates or abuses any person, or promotes or incites violence or self-harm;
is sexually explicit, or constitutes sexual harassment, grooming, or any attempt to sexualise an interaction with another user;
is hateful or discriminatory against any person or group by reference to a protected attribute, including race, ethnicity, national origin, sex, gender, sexual orientation, disability, age, religion or any other attribute protected under Applicable Laws;
misrepresents professional qualifications, registrations, licences or experience, or holds out unqualified coaching as regulated medical, psychological, legal, financial or other professional advice;
exploits, or is directed at, any person known or reasonably suspected to be a minor or otherwise vulnerable;
is defamatory or violates a person’s privacy;
creates an imminent risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
knowingly improperly exposes trade secrets or other confidential or proprietary information of another person;
is intended to assist others in defeating technical copyright protections;
knowingly infringes another person’s Intellectual Property Rights;
violates any Applicable Laws;
is otherwise known to be illegal or solicits conduct that is known to be illegal under Applicable Laws; or
is otherwise malicious, fraudulent or likely to result in retaliation against us.

Payment Method means a current, valid, accepted method of payment, as may be updated from time to time.

Payment Processor means Stripe or another third-party payment provider nominated by us to process payments, payouts and related transactions through the Platform.

Platform means our online coaching marketplace and the matching, search, booking, messaging, practice management, content library and community features, the database, system, server software, all content, images, text, Source Code and object code, and the Website.

Privacy Policy means the privacy policy located at https://www.mycoach-ee.com/privacy from time to time.

Promotional Content means User Content made available by a Coach or Coaching Business through the Platform’s promotional or community features to promote themselves or their offerings, including books, articles, interviews, videocasts, masterclasses or conferences.

Registration Fee means the one-time fee payable by a Coachee or a Coach on registration for the Platform, in the amount and at the time shown on the pricing page or displayed at checkout, as distinct from a Subscription Fee or the Service Fee.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth), and Related Bodies Corporate has the corresponding meaning.

Renewal Date means the date on which a subscription renews which, unless otherwise amended, is immediately following expiry of each Subscription Term.

Service Fee means the fee charged by us, as notified to you, and deducted from each paid transaction processed through the Platform, including each paid coaching invoice or coaching transaction arising from an Introduction and each paid sale of Promotional Content, charged to Coaches and Coaching Businesses under clause 9.

Source Code means the human-readable form of the software code comprising or used to create the Platform, including programming instructions, scripts and related materials, together with the comments, build instructions and documentation reasonably necessary to understand, compile, build, maintain or modify that code.

Stripe means Stripe, Inc.

Subscription Fees means the fees and charges payable by you for access to and use of the relevant subscription features during the Subscription Term, as specified at the time of subscription.

Subscription Term means the recurring period for which you subscribe, being monthly unless a different period is made available and selected by you, or otherwise displayed to you at checkout.

Tax means goods and services tax or similar value added tax (including VAT) applicable in any relevant jurisdiction.

Term means the period described in clause 3.

Unauthorised Use means any of the following:

using the Platform, or any Introduction, to solicit, divert or conduct coaching engagements off-platform in order to avoid Service Fees or other Platform fees, contrary to clause 9;
using contact details, messages or other information obtained through the Platform to contact a user for any purpose other than a legitimate engagement facilitated by the Platform, including unsolicited marketing;
manipulating reviews, ratings, search results, matching or rankings, including by posting false or incentivised reviews or creating multiple accounts;
using the Platform, or any User Content, coaching notes or other personal information accessed through it, for any purpose other than providing or receiving coaching services under this Agreement;
the sale, resale, renting, leasing, loan, supply, publication, distribution or redistribution of the Platform;
the alteration, editing or adaptation of the Platform;
the decompiling, de-obfuscating or reverse engineering, or attempt to do so, of the Platform;
use of the Platform in breach of an applicable Enterprise Agreement and related policies;
use of the Platform in a manner which causes it to function in a degraded manner, or interference with use of the Platform by other means, or in circumstances which may place us in potential or actual breach of any agreements with third parties or law;
provision of access to the Platform to parties who do not have valid authority to have access;
allowing any Malicious Code to be transmitted or disseminated in or by the Platform;
creating a false identity or otherwise misleading any person as to the identity, source or origin of any communication;
copying, disclosing, publishing or otherwise making available to any third party any compilation of data obtained through use of the Platform; or
any activity which is fraudulent, harmful, a breach of Applicable Law, or illegal, or in connection with any such activity.

Updates means hotfixes, patches, minor version upgrades, and or major version upgrades.

User Account means an account which grants you access to the Platform when you register with us, being a Coachee account, a Coach account, a Coaching Business account, or an Enterprise Admin account.

User Content means all content and data uploaded or made available by you into the Platform or otherwise provided to us under or in connection with this Agreement, including profile information, messages, coaching notes, assignments, coaching videos, tasks, records, reviews and confidential information.

Vulnerability Testing includes attempting to probe, scan, penetrate or test the vulnerability of the Platform or to breach our security or authentication measures, whether by passive or intrusive techniques, without our express written consent.

Website means https://mycoach-ee.com/ and any associated pages.

2. Eligibility

2.1 You may only access or use the Platform if you agree to these Platform Terms, you are at least eighteen (18) years of age, and you have the ability to enter into legally binding contracts.

2.2 The Platform is not directed at, and must not be used by, anyone under 18 years of age.

2.3 You may register and hold only one User Account of each type, unless we agree otherwise or a further account is provisioned for you under an Enterprise Agreement, and your User Account is personal to you. Except as otherwise permitted by us in writing or under an Enterprise Agreement, you must not create or access a User Account using login details or credentials that belong to, or are already used for, another User Account or another person. Where duplicate accounts exist, we may close, merge or require you to close the duplicates, acting reasonably.

2.4 We reserve the right to suspend or terminate any User Account that does not meet these eligibility requirements.

3. Term and contract formation

3.1 This Agreement is effective on the date that you first access or use the Platform, register a User Account, or as otherwise set out in an Enterprise Agreement, and continues until terminated in accordance with clause 23. For the avoidance of doubt, any suspension or restriction of your User Account does not end this Agreement, which continues to bind you while your account is suspended or restricted.

3.2 You acknowledge and agree that by accessing or using the Platform, including by ticking the acceptance box or clicking the electronic link indicating your agreement to be bound during registration for a User Account, you are consenting to the use of electronic records and signatures in connection with the use of the Platform.

3.3 If you are a Managed User, you acknowledge that your access to and use of the Platform may be subject to additional terms, controls or restrictions set out in the relevant Enterprise Agreement between us and your relevant Legal Entity.

3.4 Despite clause 3.2, and without affecting its validity, if we require a physical (wet) signature you will accommodate that request.

4. Our role as a platform

4.1 MyCoach-ee is a technology platform that helps Coachees find and connect with independent Coaches. The Platform may use Matching Tools to suggest Coaches based on information supplied by users.

4.2 We do not provide coaching services. Coaches are independent service providers and are not employees, agents, partners or representatives of the Company.

4.3 A suggested match is not a recommendation, endorsement, guarantee or professional opinion. Each Coachee is responsible for exercising their own judgement and discretion in deciding whether to engage a Coach, including by reviewing the Coach's profile, qualifications and service terms and making their own assessment of the Coach's suitability.

4.4 Coaches and Coachees are encouraged to enter into a Coach-Coachee Agreement to govern the terms of their individual coaching arrangement. We may allow a Coach to upload a copy of their service terms to their account, where those terms may be made visible to Coachees, but we are not a party to those terms or to any Coach-Coachee Agreement.

4.5 We are not responsible for coaching outcomes, the conduct of any Coach or Coachee, missed sessions, disputes between users, or promises made by a Coach, except to the extent required by law.

4.6 Coaching may support personal, professional or business development. It is not a substitute for medical, psychological, legal, financial, tax, migration, therapeutic or other regulated advice. Coachees must seek advice from an appropriately qualified and licenced professional before relying on a Coach’s advice or coaching content in a regulated, high-risk or specialist area.

5. Matching Tools

5.1 Where Coaches or Coaching Businesses appear in search results, matches or recommendations, ranking is determined by our Matching Tools, which are automated and assess a range of factors including the relevance of the Coach's profile, services and stated specialisms to the Coachee's request and information, profile completeness and accuracy, ratings and reviews, and Coach activity and responsiveness, and which may personalise results to the Coachee.

5.2 We do not give preferential ranking to our own or affiliated coaching services.

5.3 We may adjust how the Matching Tools operate and run marketplace experiments from time to time, acting reasonably.

6. Fees and payments

6.1 These provisions apply to all Fees, except where stated otherwise.

6.2 You can find details of our current Fees and subscription offerings at checkout and in the pricing information shown for individuals and coaches. The Fee payable by you is the Fee displayed to you at the time of your purchase or subscription.

6.3 The Fees are in United States dollars unless we state otherwise.

6.4 Unless otherwise expressly stated to include Tax, the Fees exclude Tax and any other applicable duties and charges, at the applicable rate due from time to time. You are responsible for any Tax on amounts you earn or pay through the Platform.

6.5 You authorise us to charge any Payment Method associated with your account if your primary Payment Method is declined or unavailable, and you remain responsible for any uncollected amounts.

7. Registration and Subscription Fees

7.1 A Registration Fee is payable on account registration and is non-refundable except where Applicable Law provides otherwise.

7.2 The Subscription Fee, together with any Taxes and other charges you incur in connection with your use of the Platform, will be charged to your Payment Method when you first subscribe, and thereafter on each Renewal Date. The billing date may change in some cases, for example if your Payment Method has not successfully settled, if you change your subscription, or if your subscription began on a day not contained in a later month.

7.3 Subscription Fees are non-refundable except as expressly set out in this Agreement or as required by Applicable Law.

7.4 We reserve the right to change our pricing and subscription offerings at any time. Changes to pricing will not apply to you until your next Renewal Date or your next purchase (as applicable).

7.5 Unless you cancel a subscription before your Renewal Date, you authorise us to charge the applicable Subscription Fee for your next Subscription Term to your Payment Method. Subscriptions renew automatically for successive periods of the same length until terminated in accordance with clause 23.

7.6 Where you subscribe as a consumer resident in the United States, before your subscription starts and before each automatic renewal we will give you the disclosures required by applicable US automatic-renewal laws, including a clear description of the recurring charge, the billing frequency, the amount (or the manner in which it is calculated), and how to cancel. We will obtain your affirmative consent to the automatic-renewal terms, send any renewal or price-change reminder required by Applicable Law, and provide a simple, cost-effective and timely method for you to cancel, including a method you can use online. You may cancel as described in clause 23.

7.7 When a subscription ends, whether by downgrade, cancellation or non-renewal you will cease to have access to the paid features of that subscription at the end of your then-current Subscription Term, and your account will revert to the features available without that subscription, as follows:

(a) for a Coachee, the account reverts to the access provided by the Registration Fee. Coachee subscription features, which include additional storage and certain access to and interaction with community features, will no longer be available. Because additional storage is a subscription feature, we will retain the data held in your storage for one month after the subscription ends, after which we may delete any data that exceeds the limits of your then-current plan, and you are responsible for exporting or backing up any data you wish to keep before the end of that period. Any content you contributed to the community may remain visible in accordance with clause 17; and
(b) for a Coach or Coaching Business, the profile may remain listed but bookings will not be enabled until a Coach subscription is active. We will retain the coaching materials and content held in the Coach's account for one month after the subscription ends, after which we may delete them, except that, where the Coach has ongoing coaching engagements with Coachees, the Coach must permit us to continue making the relevant learning materials available to those Coachees for the duration of those engagements, and we may retain and provide that content for that purpose.

7.8 If payment is not successfully settled, we may suspend your access to paid features in accordance with clause 23 until we have successfully charged a valid Payment Method.

7.9 If you charge back, reverse or dispute a Subscription Fee or Registration Fee, and you have not first sought to resolve the matter with us, we may treat the disputed amount as unpaid. In that case we may suspend or restrict your access to your account or the relevant features in accordance with clause 23 until the amount is paid. We may also recover the disputed amount together with any chargeback or related fee charged by the Payment Processor.

7.10 Where you are a consumer in a jurisdiction that gives you a statutory right to cancel a distance purchase, you may cancel an eligible purchase within the statutory cooling-off period. Despite the provisions above stating that Fees are non-refundable, where such a right applies it prevails to the extent the law requires. For example, if you are a consumer in the United Kingdom or European Union, you generally have 14 days from the day your purchase is made to cancel an eligible purchase and receive a refund. However, where you expressly ask us to begin providing a paid feature during the cooling-off period, and you acknowledge that you will lose your right to cancel once the feature has been fully provided, you will not be entitled to cancel once we have fully provided it, and if you cancel after we have begun but before we have fully provided it, we may charge you for, or retain, an amount in proportion to the service already provided.

8. Free trials

8.1 We may from time to time offer free trials, beta or early access programs or promotional pricing. The eligibility criteria, duration, features and conditions of any such offer, and the Fees it covers, will be notified to you when you sign up for it or otherwise in writing.

8.2 Unless we state otherwise in writing, at the end of a trial period, your access to the relevant features continues only if you pay the applicable Fees.

8.3 We may in our sole discretion, cancel your trial for any reason (including abuse of free trials, creating accounts with temporary and disposable emails and/or creating accounts from the same IP address, etc) without prior notice and owing any liabilities to you, to the extent permitted under Applicable Law.

8.4 During a free trial, beta or early access period the Platform is provided for evaluation purposes on an "as is" and "as available" basis, and for the avoidance of doubt, clauses 26 and 29 apply. Nothing in this clause 8 limits your rights under clause 28.

8.5 All of your obligations under this Agreement apply during any such trial period, whether or not any Fee is payable by you. For the avoidance of doubt, where clause 9.3 applies in respect of a period in which a Service Fee has been waived or reduced, the amount recoverable under that clause is calculated by reference to the Service Fees that would have applied had the waiver or reduction not been in place.

9. Service Fees and non-circumvention

9.1 Subject to clause 24.1(b), where a coaching relationship starts through an Introduction, all invoices, payments and paid engagements arising from that Introduction must be processed through the Platform.

9.2 A Coach or Coaching Business must not divert, solicit, accept, encourage or arrange off-platform work with a Coachee introduced through the Platform for the purpose or effect of avoiding the Service Fee or other Platform fees. A Coachee must not bypass the Platform by paying a Coach directly for services that arose from an Introduction.

9.3 This restriction applies for twelve (12) months from the first Introduction with the relevant Coach or Coachee. It protects our legitimate commercial interest in the Matching Tools and marketplace infrastructure we provide. Where you breach this clause, we may recover an amount equal to the Service Fees that would have applied to the diverted or off-platform engagements, together with reasonable enforcement costs. The parties agree that our actual damages from a breach of this clause would be difficult or impractical to ascertain, and that this amount is a reasonable estimate of the anticipated or actual harm caused by the breach and is intended as liquidated damages and not as a penalty or forfeiture.

9.4 In collecting payments from Coachees or other buyers on behalf of a Coach or Coaching Business, we act as the limited payment collection agent of the Coach or Coaching Business for the sole purpose of facilitating collection and payout of coaching fees and amounts payable for Promotional Content. The movement, holding and settlement of funds is carried out by the Payment Processor under its own terms and authorisations, and not by us. We are not a party to the coaching engagement.

9.5 Service Fees are earned on the relevant transaction. For coaching engagements, this means it is earned on Introduction and the processing of the payment of the Coachee to the Coach for the engagement.

9.6 A Service Fee is deducted from the total amount payable by:

(a) a Coachee for a paid coaching engagement arising from an Introduction;
(b) a Coachee or other buyer for a paid sale of Promotional Content.

9.7 The Coachee or buyer pays the price set by the Coach or Coaching Business, subject to the Payment Processor's payout timing, holds and risk settings. Out of that amount we retain the Service Fee and remit the balance to the Coach or Coaching Business.

9.8 Service Fees are calculated on the total price set by the Coach or Coaching Business, payable by the Coachee or buyer before deduction of any card, processing or other fees charged by the Payment Processor, and is calculated at the time the relevant payment is processed.

9.9 If payment is refunded, reversed or charged back to the Coachee, any card, processing or transaction fees already charged by the Payment Processor on the original payment are not returned, and the Coach or Coaching Business bears those fees.

9.10 We do not adjudicate disputes between a Coachee and a Coach or Coaching Business and disclaim responsibility for them. We retain discretion to return a disputed payment to a Coachee where we consider it reasonable to do so, including to comply with the Payment Processor’s rules or Applicable Law.

9.11 If you breach your payment and non-circumvention obligations under this clause 9, we may suspend or close your User Account, recover unpaid Fees and reasonable enforcement costs, and seek other remedies available at law, to the extent permitted by law.

10. Payment Method

10.1 You warrant that the details you provide for your Payment Method are your own, or that you have permission from the owner to use that Payment Method for all fees and charges payable by you.

10.2 Payments may be processed by Stripe or another Payment Processor. All card details are held by the Payment Processor and are subject to its terms and privacy policies. We are not liable for delays, faults, or unauthorised access caused by the Payment Processor’s performance. By using the Payment Processor you acknowledge these risks, make an independent assessment of its suitability, and agree to comply with its terms.

10.3 Where payments are made by card, the Payment Processor may hold or delay release of funds, and release may take about 7 to 15 days. We do not control all Payment Processor delays.

10.4 You must not initiate or encourage chargebacks except where you have a lawful basis to do so.

11. Terms for Coachees

11.1 This clause applies to you if you use the Platform as a Coachee, including as an Enterprise User.

11.2 We do not employ, supervise, guarantee or warrant any Coach or Coaching Business. While we may carry out limited checks on Coaches, we do not verify or guarantee any Coach's identity, qualifications, credentials, registrations, experience, suitability or the quality or outcome of their coaching. You engage a Coach on the basis of your own enquiries and judgement, and you are responsible for satisfying yourself as to a Coach's suitability before engaging them.

11.3 We may require you to complete a review or provide feedback, for example, when you accept or decline a match suggested by our Matching Tools, at points during an engagement with a Coach, and at its conclusion. Completing these reviews may be required to continue to use certain coaching features.

11.4 Your reviews must be honest and based on your genuine experience. We may moderate, decline or remove reviews in accordance with clause 17.5, and we do not endorse or verify the content of reviews.

11.5 Coaching is not therapy, counselling, crisis support or medical care. If you are experiencing a medical, psychological or safety emergency, you should contact a qualified professional or emergency services, and must not rely on the Platform or a Coach for urgent or clinical help.

11.6 Any refund, cancellation or rescheduling of coaching services is governed by the Coach's own refund, cancellation and service terms, which may be set out in the Coach-Coachee Agreement or otherwise notified to you by the Coach. We do not set or decide those terms, and any refund of coaching fees is a matter for and at the cost of the Coach, not us. Where a refund is payable, we may process it through the Payment Processor as the Coach's payment collection agent, and the treatment of the Service Fee and any processing fees on that refund is dealt with in clause 9. Nothing in this clause 11.6 limits any right you have under applicable consumer law.

12. Terms for Coaches

12.1 This clause applies to you if you register or operate as a Coach, whether as an individual Coach operating on your own account or as a Coach associated with a Coaching Business.

12.2 You operate as an independent contractor or independent business. You are responsible for your own services, qualifications, licences, pricing, taxes, insurance and legal compliance. We do not employ Coaches and do not guarantee profile visibility, client acquisition, revenue, engagement volume or coaching outcomes.

12.3 You must provide complete, accurate and current information, including your identity, contact details, credentials, service areas, qualifications, licences, session fees you display for bookings, and payment information, and promptly correct any information that becomes inaccurate. You must also keep your calendar and availability on the Platform up to date, as bookings and the effectiveness of the Matching Tools depend on it. We may request supporting evidence but are not obliged to independently verify every credential.

12.4 If your profile is incomplete, including missing calendar, availability or session fee information, we may ask you to complete it, and if it remains incomplete after we have reminded you, we may suspend your profile from visibility, matching and bookings until it is completed. Your User Account otherwise continues, and your Fees remain payable.

12.5 As part of onboarding and on an ongoing basis, we may verify your identity, credentials and professional standing, including by collecting and checking information from public sources and social media profiles you provide or that are reasonably associated with you, and by using third-party verification providers. You consent to this verification and to our collecting, using and disclosing information for this purpose. Where verification involves sensitive information, we will collect and handle it in accordance with our Privacy Policy and Applicable Law, and only where you have consented or we are otherwise permitted by law.

12.6 You are responsible for setting your own coaching fees, refund, cancellation and rescheduling terms, and other service terms. You should make those terms available to a Coachee before they engage you, including in your Coach-Coachee Agreement by uploading them to your profile. If you do not make your own terms available, you remain responsible for resolving refund, cancellation and rescheduling requests with the Coachee directly, and we are not obliged to do so on your behalf.

12.7 You must act professionally, ethically, lawfully and respectfully, and provide services with due care and skill in accordance with the scope agreed with the Coachee. You must not misrepresent your qualifications, experience, identity, availability or results, or make misleading claims about guaranteed results.

12.8 You must not provide medical, psychological, legal, financial, tax, migration, therapeutic or other regulated advice unless you are properly qualified and licenced to do so. If your services move into a regulated field, you must hold the required licence or refer the Coachee to an appropriately qualified professional.

12.9 You must handle Coachee information confidentially and lawfully, and only collect, use, store or disclose it for the purpose of providing services, complying with law, resolving disputes, or as otherwise permitted by the Coachee and this Agreement.

12.10 We may approve, reject, suspend, rank, de-rank, remove or require amendment of a profile, and may adjust rankings, algorithmic outputs, search visibility and marketplace experiments, acting reasonably, to protect users, platform integrity, legal compliance or service quality.

13. Terms for Coaching Businesses

13.1 This clause applies to you if you register a Coaching Business account under which one or more associated Coaches operate.

13.2 Where the Coaching Business administers billing for its associated Coaches, the Coaching Business is responsible for all Subscription Fees, Service Fees and other charges arising from those associated Coach profiles, and the non-circumvention obligations in clause 9 apply to the Coaching Business and each associated Coach.

13.3 The Legal Entity behind the Coaching Business is responsible for ensuring that each associated Coach complies with clause 12 and with the acceptable use requirements in clause 20.

14. Promotional Content

14.1 As a feature of an active Coach subscription, a Coach or Coaching Business may choose to make Promotional Content available through the Platform's promotional or community features.

14.2 You may make Promotional Content available free of charge or for sale. Where Promotional Content is made available free of charge, no Service Fee applies. Where Promotional Content is sold (including by purchase, subscription, registration or ticket sale), the Service Fee applies to the amount paid, and is deducted and collected in the same way as for coaching transactions under clause 9.

15. Limited licence to use

15.1 Subject to your compliance with the provisions of this Agreement, we grant you a revocable, non-exclusive, royalty-free, non-transferable licence, without any right to sub-licence, to access and use the Platform while you have a valid and active User Account, subject to the limitations and prohibitions set out and referred to in this clause 15 and clause 20.

15.2 The scope of your licence depends on the Fees you have paid: a Registration Fee gives access to the features available without a subscription, and a Subscription Fee gives access to the additional features included in that subscription, in each case as described on the pricing page or otherwise made available to you. Your licence to the features of a subscription continues only while that subscription is active.

15.3 You must use the Platform only for its intended purpose, namely (as applicable to your role) finding, connecting with and engaging Coaches, being discovered by and delivering coaching to Coachees, administering associated Coach profiles, accessing and receiving reports made available to Enterprise Customers as an Enterprise Admin, and using related practice management, content library and community features.

15.4 If you are a Managed User, your licence is also conditional on your relevant Legal Entity’s compliance with the Enterprise Agreement, including full payment of all fees and charges due to us.

16. Intellectual Property Rights

16.1 Nothing in this Agreement gives you or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

16.2 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from us to you. As between you and us, you acknowledge and agree that you have no rights in the Platform or in any part of it (including the Matching Tools) or in any modification or enhancement thereof, other than in the rights temporarily granted to you pursuant to clause 15.

16.3 You must not take any step to invalidate or prejudice our (or our licensors’) Intellectual Property Rights in the Platform or in any other Intellectual Property Rights owned by us.

Improvements

16.4 You agree that any Intellectual Property Rights in any comments that you may provide to us in connection with the Platform, or requests for new Platform features (each an “Improvement Suggestion”) become our sole and exclusive property immediately upon you providing that Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in any such Improvement Suggestion to us, effective as soon as you provide each Improvement Suggestion to us, pursuant to laws regarding prospective ownership of copyright and in equity.

16.5 You consent to the infringement by us and any third-party we authorise, of all moral rights you may have in any Improvement Suggestions.

Coaches and Coaching Businesses IPR

16.6 If you are a Coaching Business you grant us a non-exclusive, royalty-free, worldwide licence to use, display and reproduce the Coaching Business's name, logo, trade marks and branding for the purpose of operating, displaying and promoting the Coaching Business and its associated Coaches on the Platform, including in profiles, search results, matching and marketing of the Platform. You warrant that you own or are licenced to use those marks and that our use as permitted will not infringe any third party's rights.

17. User Content

17.1 You retain ownership of the User Content (including coaching videos, courses, recordings or other such learning or coaching content) you submit. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, display, transmit and use your profile information, image, bio, service descriptions, ratings and other submitted content to operate, secure, promote and improve the Platform, including to sub-licence these rights to our hosting, content delivery, analytics, connectivity and other third-party service providers to the extent reasonably required to provide the Platform.

17.2 Where User Content includes coaching videos, courses or recordings, the licence in clause 17.1 also includes the right to encode, transcode, compress, create previews, thumbnails and excerpts of, and stream that content, in each case as reasonably required to make it available through the Platform and to promote the Platform and your offerings. You warrant that you hold all rights necessary to grant this licence, including any rights in music, footage or other third-party material included in your videos.

17.3 You warrant that you hold all rights necessary to grant the licence in clause 17.1 (including for the use described in clause 17.2), including any rights in music, footage or other third-party material in the User Content.

17.4 You must not submit User Content that is unlawful, defamatory, abusive, discriminatory, obscene, infringing, confidential to a third party without authority.

17.5 Although we are under no obligation to monitor User Content, we may review, screen, remove or edit any User Content at any time, acting reasonably, including to protect users or comply with law.

17.6 We may remove or disable access to any User Content that we reasonably believe infringes a third party's rights or breaches this Agreement, and we may suspend or terminate accounts of users who repeatedly infringe. If you believe content on the Platform infringes your rights, you may contact us at admin_customersupport@mycoach-ee.com.

17.7 We may use certain User Content, such as profile information, service descriptions, matching preferences, ratings and reviews, and usage data, to operate, secure and improve the Platform, including the Matching Tools. For the avoidance of doubt, we do not use the content of private coaching communications, session recordings or coaching notes to train artificial intelligence models except in de-identified or aggregated form that does not reasonably identify any individual, or where you have consented.

17.8 The licence you grant in clause 17.1 continues, even after termination, for the reviews, ratings and community contributions you have posted, and for any User Content reasonably required for our records or to comply with law. If you are a Coach, it also continues for your coaching videos, courses, coaching materials and other coaching content, but only to the extent and for so long as we reasonably need to keep making that content available to Coachees with ongoing coaching engagements; once those engagements end, that content is dealt with (including its deletion) under clause 7.7 and subject further to any reasonable period needed to remove it.

17.9 You are solely responsible for the accuracy, legality, quality and management of your User Content and for backing it up. We are not liable for any loss, corruption or unauthorised access to User Content, except to the extent required by law.

18. Privacy, data and AI

18.1 By using the Platform, you acknowledge and agree to our collection, use, storage and deletion of personal information in accordance with our Privacy Policy, which forms part of this Agreement.

18.2 The Matching Tools may process your information to assist matching, search, recommendations, product improvement and platform safety, in accordance with our Privacy Policy.

18.3 We agree to comply with all Applicable Laws, including applicable data protection and privacy laws in any relevant jurisdiction. You must also comply with all Applicable Laws, including applicable data protection, privacy and anti-spam laws in any applicable jurisdiction.

18.4 You agree to ensure that you have a lawful basis for providing us with any personal information of individuals, including where necessary obtaining their consent, so that we may collect, use, process, and disclose such information in accordance with our Privacy Policy.

18.5 You acknowledge that data protection and privacy laws vary by jurisdiction and may be influenced by the country or region in which you are located, or by the location of the data centres through which you access or store personal information. You are solely responsible for complying with your obligations under applicable data protection and privacy laws, including (without limitation):

(a) any obligations to respond to requests from individuals to access, correct, delete, or otherwise exercise rights in respect of their personal information; and
(b) where such laws require notice, consent, cross-border transfer mechanisms, or additional data subject rights.

18.6 To the extent that User Content is processed by us under this Agreement, you agree to be bound by a Data Processing Addendum (“DPA”). We may make a DPA available to you, including by publishing it at the location notified to you or by providing it to you on request. Where we make a DPA available and notify you that it applies to your use of the Platform, you agree to be bound by it, and on that basis it forms part of this Agreement.

18.7 Where a DPA applies, it governs the processing it covers. If there is any inconsistency between the DPA and this clause in relation to that processing, the DPA prevails to the extent of the inconsistency.

18.8 You should avoid uploading unnecessary sensitive information and remain responsible for the material you upload.

18.9 We may use de-identified or aggregated data for research, analytics and platform improvement, provided it does not reasonably identify any individual.

19. AI features and outputs

19.1 The Platform uses artificial intelligence and machine learning tools, including the Matching Tools, to provide matching, search, recommendations, content suggestions and related features (“AI Features”).

19.2 You acknowledge that AI Features are automated, may produce results that are incomplete, inaccurate or unexpected, and are provided to assist you only. You must exercise your own judgment before relying on any output of an AI Feature, and you must not treat any output as professional advice or as a recommendation, endorsement or guarantee by us.

19.3 You are responsible for the information you submit to or generate through the AI Features, and you must not submit information you are not entitled to provide.

19.4 You must not use the AI Features, or any output of them, to develop, train or improve any competing product or model, to reverse engineer or derive our models, prompts or system logic, or otherwise in a manner prohibited by clause 15 (Limited licence to use) or clause 20 (Acceptable use).

20. Acceptable use

20.1 You must use the Platform lawfully, respectfully and honestly, and only for its permitted purposes as described in clause 15. This clause sets out the acceptable use requirements that apply to all users of the Platform.

20.2 You must not, and must not attempt to, or permit or encourage any other person to:

(a) use the Platform for any unlawful, fraudulent, misleading, abusive or harmful purpose, or in breach of any Applicable Law;
(b) engage in conduct that causes or may cause damage to the Platform or impairment of its functionality, availability or accessibility;
(c) engage in any Abusive Conduct or Offensive Conduct, or any Unauthorised Use or Vulnerability Testing;
(d) upload, transmit or distribute any Malicious Code, spam, or material that infringes another person’s rights;
(e) attempt to gain unauthorised access to any account, system, data or infrastructure, or to probe, scan or test the security of the Platform without our express written consent;
(f) copy, reverse engineer, scrape, misuse, reproduce, decompile or derive the Source Code, algorithms, prompts, system logic or non-public material of the Platform;
(g) scrape, harvest, copy or extract data from the Platform except as expressly permitted;
(h) interfere with the Platform, the Matching Tools, our algorithms, security or payment systems, or attempt to derive their source code, prompts or system logic;
(i) bypass or attempt to bypass fees, payment systems, access controls or platform rules; or
(j) harass, exploit, discriminate against, threaten or abuse any user or our personnel.

20.3 Because the Platform is a coaching marketplace, you must also not:

(a) post, solicit or manipulate false, misleading or fake reviews, ratings or testimonials, or offer any incentive in exchange for a review;
(b) misrepresent your identity, qualifications, experience, availability, results, or your affiliation with any Coach, Coaching Business or Enterprise Customer, or impersonate any Coach, Coachee or other person;
(c) solicit, divert or arrange off-platform engagement with a Coach or Coachee introduced through the Platform in breach of the non-circumvention obligations in clause 9;
(d) if you are a Coach or Coaching Business, make misleading claims about guaranteed coaching results, or hold out coaching as regulated advice unless properly qualified and licenced as required by clause 12 and clause 13;
(e) contact other users for any purpose unrelated to legitimate use of the Platform, including unsolicited marketing;
(f) create multiple or duplicate accounts to circumvent fees, suspensions, usage limits or these Platform Terms;
(g) use the same or another person’s login credentials to create or access another account;
(h) resell, sub-licence, rent, lease, white-label or otherwise make the Platform available to any third party, or broker, harvest or on-sell Coach profiles, Coachee details or leads obtained through the Platform, without our prior written consent; or
(i) where you use the Platform to send any email, SMS or other electronic message, send that message without valid consent, without the sender details and unsubscribe or opt-out mechanism required by law, or otherwise in breach of any applicable anti-spam or electronic-marketing law, and you indemnify us against any claim arising from your messaging practices.

20.4 You must provide accurate, complete and current information when creating and using your User Account. You must keep your login details secure and promptly tell us if you suspect unauthorised access.

20.5 We may investigate any suspected breach of this clause, and may remove or restrict access to offending content or conduct. Without limiting our rights under clause 23, we may suspend, restrict or terminate your User Account where we reasonably believe you have breached this clause, and may report unlawful conduct to the relevant authorities.

21. Updates and variations to the Platform

21.1 We reserve the right, but shall have no obligation, to rectify any errors or make Updates to the Platform at our discretion, including without prior notice where reasonably necessary to protect our legitimate commercial interests.

21.2 You acknowledge that the supply and licensing of Updates may, at our discretion, be subject to additional terms and conditions.

21.3 Unless otherwise agreed with you, we hold the right to modify, add, suspend, or remove any component of the Platform at any time, at our sole discretion.

22. Availability and support

22.1 We will use reasonable endeavours to keep the Platform operational at all times, but it is provided on an "as is” and “as available" basis.

22.2 You acknowledge and agree that:

(a) the Platform is only accessible using the internet and operates from servers owned and controlled by third parties, putting some functions, such as cloud services for servers, data storage, and backup, beyond our control.
(b) the Platform may occasionally, without notice, be disrupted or limited. During such interruptions, we will endeavour to restore access promptly. We hold no liability for any Claims arising from such interruptions.
(c) the Platform may become inaccessible for necessary maintenance, or Updates. Although we'll make efforts to notify you beforehand, it may not always be feasible. We hold no liability for any inconvenience during such periods.
(d) unless otherwise agreed with you, in the event of unforeseen circumstances or a Force Majeure Event, we reserve the right to modify, suspend, or cancel any part of the Platform immediately.
(e) we offer no guarantee that any specific component of the Platform will always be available.

22.3 We have no obligation to provide support in respect of any issue caused by your improper use of the Platform or any alteration made without our consent, and we make no warranty as to the outcome of any support.

23. Cancelling your account, suspensions and termination

23.1 You may stop using the Platform at any time. You may cancel a subscription, or close your User Account and so terminate this Agreement, in your account settings or by contacting us at admin_customersupport@mycoach-ee.com or your relevant account manager (if applicable) with your formal request.

23.2 We reserve the right to ask you for additional information verifying your identity prior to making any changes to your subscription.

23.3 Your cancellation of a subscription takes effect at the end of your then-current Subscription Term, and closing your User Account takes effect within a reasonable period after your request.

23.4 Cancelling a subscription or closing your account will not relieve you of any Fees already accrued, does not entitle you to a refund except as set out in this Agreement or required by law, and does not affect any provision intended to survive termination, including the non-circumvention obligations in clause 9.

23.5 We may cancel your subscription with or without cause at any time. If we cancel your subscription without cause before the end of the Subscription Term, you may be entitled to a refund prorated for the time remaining on your Subscription Term.

23.6 We may suspend, restrict or terminate your User Account if we reasonably believe you have breached this Agreement, failed to pay fees, misused the Platform, attempted to bypass Platform payments, created legal or safety risk, received serious complaints, provided misleading information, or acted fraudulently or unlawfully.

23.7 We may communicate termination by restricting access to or disabling your User Account which may occur as a result of our determination in our sole discretion or in accordance with an applicable Enterprise Agreement.

23.8 We may also suspend or restrict your User Account while we investigate a suspected breach of this Agreement or any conduct that may create a legal, safety or security risk, for so long as is reasonably necessary for that investigation.

23.9 If we suspend or restrict your User Account due to unpaid Fees and the Fees remain unpaid for 14 days after suspension, we may terminate your User Account or the relevant subscription. We will reinstate your access on payment of the outstanding amount, subject to the limits of your then-current plan.

23.10 Where we suspend, restrict or terminate your User Account because of your breach of this Agreement or your fraudulent or unlawful conduct, you are not entitled to any refund of Fees already paid, and we are not liable to you for that suspension, restriction or termination.

23.11 We may suspend, restrict or disable the access of any Managed User, at our discretion and without notice, on or after termination of that Enterprise Agreement.

23.12 Where you enter into this Agreement with us as a Legal entity and we suspend, restrict or terminate your User Account, we will, where required by Applicable Law, give you a statement of our reasons, except where we are subject to a legal obligation not to do so or where you have repeatedly breached this Agreement. Where Applicable Law requires a notice period before termination, we will give that notice.

24. Effects of termination

24.1 Where we terminate a Coach's or Coaching Business's User Account, and:

(a) the termination is due to their breach of this Agreement or for their fraudulent or unlawful conduct, then the non-circumvention obligations in clause 9 continue to apply; and
(b) the termination is for our convenience, the Coach and the affected Coachees may continue or complete those engagements off-platform without breaching clause 9.

24.2 Where we suspend or terminate a Coach's or Coaching Business's User Account, a Coachee with an ongoing engagement or purchased course from that Coach or Coaching Business will retain access through the Platform to the relevant course content for the duration of their engagement, in accordance with clause 17 and subject to our content removal rights under that clause. At the Coachee’s choice, we may suggest alternative Coaches through the Matching Tools, subject to clause 4. Any new engagement is a new arrangement with the new Coach at that Coach's own fees, course content and terms, and any refund for the original Coach's services remains governed by the Coachee refunds provision in clause 11.

24.3 Upon the termination of this Agreement:

(a) all licences granted to you by us under this Agreement will immediately terminate;
(b) you must immediately cease to use the Platform;
(c) any use of the Platform after termination is unlicenced and is in violation of our copyright and other rights;
(d) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced;
(e) we will, for a reasonable period after your User Account ends, make available to you the User Content and records in your User Account, so that you may export them, except where we are required to remove them earlier by law;
(f) all of the provisions of this Agreement shall cease to have effect except for the following provisions, which shall survive and continue in full force and in effect (in accordance with their express terms or otherwise indefinitely):
- (i) clauses 1 (How to read these Platform Terms), 4 (Our role as a platform), 6 (Fees and payments); 7 (Registration and Subscription Fees), 9 (Service Fees and non-circumvention), 10 (Payment Method), 14.2 (Promotional Content), 15.4 (Intellectual Property Rights), 17 (User Content), 19 (AI features and outputs), 20 (Acceptable Use), 23 (Cancelling your account, suspensions and termination), 24 (this Effects of termination), 25 (Indemnity), 26 (Warranties and acknowledgements), 27 (Third Party Materials), 28 (Consumer law), 29 (Limitations and exclusions of liability), 30 (Notices), 32 (General), 33 (Dispute resolution), 34 (Governing law and jurisdiction); and
- (ii) any other provisions which by their nature are intended to survive.

25. Indemnity

25.1 You shall indemnify us and our Indemnified Parties and shall keep us and our Indemnified Parties indemnified against any and all Claims and Loss suffered or incurred by us arising directly or indirectly as a result of any breach by you of this Agreement, your use or misuse of the Platform, or your unlawful conduct.

25.2 You shall indemnify us and our Indemnified Parties in respect of any Loss we or any of our suppliers incur in respect of any Claim that any of your data is lost, unavailable, or corrupted, or of any Claim that the transmission, storage, disclosure, or access to any of your data infringes the Intellectual Property Rights of any person, or breaches any law, regulation, code, or standard.

25.3 You agree to indemnify and hold us and our Indemnified Parties harmless against any Claim or Loss arising from your failure to comply with Applicable Laws in connection with your use of the Platform.

26. Warranties and acknowledgements

26.1 Each party warrants to the other party that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

26.2 You represent and warrant to us that your use of the Platform is subject to and in compliance with all Applicable Laws.

26.3 You acknowledge that the Platform is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, we give no warranty or representation that the Platform will be wholly free from Malicious Code, defects, errors and bugs.

26.4 You acknowledge that the Platform is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, we give no warranty or representation that the Platform will be entirely secure.

26.5 You acknowledge that we make no representation that your use of the Platform will comply with Applicable Laws or will not result in legal liability for you or any third party, and that you are solely responsible for ensuring that your use is lawful.

26.6 You acknowledge that the Platform may contain technical or administrative errors, and, except for any guarantees that cannot be excluded by Applicable Laws, we do not warrant that the Platform, your data, or access to either will be uninterrupted or error-free. You release and indemnify us and our Indemnified Parties from any Loss we may incur and/or any Claims you may have against us arising from any interruption, error, or unavailability of the Platform or your data.

26.7 You represent and warrant that:

(a) you are not located in, and will not access or use the Platform from, any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and
(b) you are not listed on, or affiliated with any person or entity listed on, any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List, the Denied Persons List, or the Entity List.

26.8 To the maximum extent permitted by law, and subject to clause 28, no warranties, representations or terms other than those expressly set out in this Agreement are implied into it.

27. Third Party Materials

27.1 The Platform integrates with, or relies on, third-party services to operate, including the Payment Processor, cloud and hosting services, analytics providers, third-party artificial intelligence models, and communication tools. Your use of those services may be subject to the third party's own terms, and we are not responsible for their acts, omissions, systems, content, terms, policies or failures. We do not control these third parties, and a failure or change in a third-party service may affect the Platform.

27.2 The Platform may contain, display or link to content, websites and resources provided by third parties, including banner advertisements and sponsored links. This content and these links are provided for your convenience and information only, and a link or display does not mean we endorse or approve the third party or its content. We do not control and are not responsible for that content, and you access third-party websites and resources entirely at your own risk and subject to the third party's own terms.

27.3 Without limiting clause 27.1, some features of the Platform require you to connect, and grant permissions to, third-party services (for example calendar synchronisation). Those features will not function unless you grant and maintain the necessary permissions, which you may give or withdraw through the third-party service. We are not responsible if a feature does not function because a permission has not been granted or has been withdrawn.

28. Consumer law

28.1 Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under Applicable Laws in any jurisdiction (including any statutory right of withdrawal).

28.2 Where you are a consumer to whom the Australian Consumer Law applies, and where the Australian Consumer Law permits, our liability for failure to comply with a consumer guarantee (other than a guarantee the law does not allow us to limit) is limited, at our option, to re-supplying the relevant services or paying the cost of having them re-supplied.

28.3 Where you are a consumer resident in the United States, nothing in this Agreement excludes, restricts or modifies any right, guarantee, warranty or remedy you have under any US federal or state consumer-protection law that cannot lawfully be excluded, restricted or modified by agreement. Where any provision of this Agreement is inconsistent with such a law, that law prevails to the extent of the inconsistency, and the remaining provisions continue to apply.

29. Limitations and exclusions of liability

29.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under Applicable Law; or
(d) exclude any liabilities that may not be excluded under Applicable Law, and
(e) if you are a consumer, your statutory rights will not be excluded or limited by this Agreement, except to the extent permitted by law.

29.2 Subject to clause 29.1 and clause 28, we will not be liable to you in respect of any:

(a) Losses arising out of a Force Majeure Event;
(b) Consequential Loss;
(c) loss or corruption of any data, including User Content;
(d) coaching outcomes, decisions made by users, the conduct of any Coach or Coachee, payment provider delay, platform downtime, Matching Tool quality, ranking changes, or disputes between Coachees and Coaches.

29.3 Subject to clause 29.1 and clause 28, and to the maximum extent permitted by Applicable Law, our maximum aggregate liability to you in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement in respect of any and all events or series of related events for the Term shall not exceed the lesser of: (a) the Fees paid by you to us in the twelve (12) months prior to the date of the claim (or the earliest claim, where there is more than one); or (b) USD 1,000. This clause does not exclude, restrict or modify any guarantee, right or remedy that cannot lawfully be excluded, and where such a guarantee, right or remedy applies, clause 28 prevails over this clause to the extent of any inconsistency.

29.4 Subject to clause 28 and clause 29.1, and to the maximum extent permitted by law, the following additional disclaimer applies to the extent you are not dealing as a consumer whose rights cannot lawfully be excluded:

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY MATCH, MATCHING TOOL OUTPUT OR COACHING WILL ACHIEVE ANY PARTICULAR RESULT.

29.5 To the extent permitted by law, and except where a longer period is required by a law that cannot be excluded, any claim you have arising out of or relating to this Agreement or the Platform must be commenced within one (1) year after the cause of action arises, failing which it is permanently barred. This clause does not limit any non-excludable right or remedy you have under applicable consumer law.

30. Notices

30.1 You may send a notice to us at admin_customersupport@mycoach-ee.com.

30.2 We may send you emails or other electronic messages concerning your User Account and the Company from time to time.

30.3 To the extent permitted by Applicable Law, you consent to receive notices and communications from us electronically, including by email, or by posting notices on or within the Platform. Where sent from us to you by email, we shall use the contact details, including billing contact details, associated with your User Account.

31. Amendments

31.1 Where a Legal Entity enters into an Enterprise Agreement with us, that Enterprise Agreement sits on top of and, to the extent of any inconsistency, prevails over these Platform Terms in respect of that relationship.

31.2 We may change these Platform Terms and the Privacy Policy from time to time as necessary. If we do so, we will post the revised terms and/or policy on the Platform.

31.3 When an amendment will result in a material change to these Platform Terms, we will provide a minimum of 30 days’ prior written notice, and failure to cancel or respond to the notice within 30 days will be deemed as your agreement to the Terms as amended. Do not continue to use the Platform if you disagree with a notified material change.

31.4 If you are a Managed User, material changes that affect our relationship with you or your Legal Entity (including billing, data access, and termination rights) will not apply unless the relevant Legal Entity provides written consent to those changes.

31.5 Subject to our compliance with clauses 31.3 and 31.4 above in the case of material amendments, amendments will be effective immediately upon publication. You accept that by doing this, we have provided sufficient notice of the variation. Your continued use of the Platform following such notification will represent an agreement to be bound by these General Terms as amended.

32. General

32.1 The failure of either party to enforce a provision of this Agreement shall not be construed as a waiver of that provision, or any other provision. Waiver of compliance in any particular instance does not mean we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver.

32.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

32.3 You hereby agree that we may assign our contractual rights and obligations under this Agreement to:

(a) our Related Bodies Corporate; or
(b) any successor to all or a substantial part of our business from time to time; or
(c) any third party, providing that, if you are a consumer, such action does not serve to reduce the guarantees benefiting you under this Agreement.

32.4 Save to the extent expressly permitted by Applicable Law, you must not without our prior written consent assign, transfer or otherwise deal with any of your contractual rights or obligations under this Agreement.

32.5 No employment, agency, fiduciary, joint venture or partnership relationship is formed by this Agreement. This Agreement, together with the documents it incorporates, is the entire agreement between you and us about its subject matter and supersedes all prior proposals, representations and agreements.

32.6 You must keep confidential, and not disclose or use except as necessary to use the Platform, any non-public information we make available to you, including information about unreleased features, beta programs, pricing offers, security practices, and technical documentation. This clause 32.6 does not apply to information that is or becomes public through no fault of yours, that you already lawfully held, or that you are required to disclose by law (provided you notify us first where lawful to do so).

33. Dispute resolution

33.1 If a dispute arises in connection with this Agreement, the parties must first try to resolve it by good-faith discussion. Where a dispute concerns coaching services, a Coachee should first try to resolve it directly with the Coach.

33.2 If the dispute is not resolved within 14 days of one party notifying the other in writing, the parties must refer it to mediation administered by the Australian Disputes Centre in Melbourne, Victoria, in accordance with its mediation rules, before commencing arbitration.

33.3 If the dispute is not resolved by mediation within 30 days of referral, it must be referred to and finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules. The seat of arbitration is Melbourne, Victoria, Australia, the language is English, and the tribunal consists of one arbitrator.

33.4 The existence, content and result of any mediation or arbitration are confidential, except for disclosures reasonably required to a party's professional advisers or insurers, to a regulator, or as required by law.

33.5 Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court, or from enforcing an arbitral award. For those limited purposes, the courts of Victoria, Australia have non-exclusive jurisdiction.

For users in the United States

33.6 Despite the preceding provisions of this clause, where you are resident in or access the Platform from the United States, the following applies to any dispute between you and us, and prevails over clauses 33.2 and 33.3 to the extent of any inconsistency. After the good-faith discussion described in clause 33.1, and if the dispute is not resolved within 30 days, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, where you use the Platform other than as a consumer, its Commercial Arbitration Rules) then in effect. The seat and location of the arbitration is New York, New York, the language is English, and the tribunal consists of one arbitrator. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

33.7 Where clause 33.6 applies, you and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. This waiver does not apply to any claim or relief that, as a matter of Applicable Law, cannot be waived. If this class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request (and only that claim or request) will be severed and brought in a court of competent jurisdiction, while the remaining claims proceed in arbitration.

33.8 This clause does not exclude any non-waivable right a consumer has to bring proceedings in a court or tribunal of competent jurisdiction.

34. Governing law and jurisdiction

34.1 This Agreement is governed by the laws of Victoria, Australia.

34.2 Despite clause 34.1, where you are resident in or access the Platform from the United States, this Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles, except that the arbitration agreement in clause 33.6 is governed by the Federal Arbitration Act. Nothing in this clause deprives you of the protection of any mandatory consumer-protection law of the US state in which you reside that cannot be excluded by agreement.