1. THESE TERMS

1.1 These terms and conditions (“Terms”) govern the access or use by you of the Scandal Coach services, including website (“Site”), content, services and any associated programmes (“Program”) or products (the “Services”) made available by Equanimous Leadership Limited, having its offices at 2 Fromow Road, Opotiki, Bay of Plenty, 3122, New Zealand (“Scandal Coach”, “we”, “us” or “our”).

1.2 In these Terms:
(a) “device” means any eligible device that is used to access the Services;
(b) “Participant” means any eligible individual with an Account using the Services;
(c) the words “including” and “include” mean “including, but not limited to”; and
(d) “you or your” means any individual that is using the Services.

1.3 Please read these Terms carefully before accessing or using the Services. Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between us and you. If you do not agree to these Terms, you may not access or use the Services.

1.4 Additional terms may also apply to the Services, such as policies for a particular Program, activity, promotion and such terms will be disclosed to you in connection with the applicable Services. These terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Additional terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. Your use of the Services may also be subject to the terms of your agreement with other third party service providers, which will apply in addition to these Terms.

2. THE SERVICES

2.1 The Site provides an online place to obtain information about the Services and facilitates Program orders (which may be purchased as a one-off or monthly basis (“Subscription”), and payment of the same.

2.2 We provide the Services to support and assist you in reaching your personal goals. The Services are designed to work in addition to your existing business strategies and activities, not replace these. We do not guarantee that by using the Services you will attain a particular result (including financial) or outcome and we expressly exclude all warranties regarding the Services and your use of the same, as further set out in paragraph 12 below.

2.3 By providing the Services, you acknowledge and agree that we do not take part in the achievement of your goals and you are solely responsible for your own success. Your individual results will vary depending on your own effort, motivation, commitment, follow-through as well as your unique background, dedication, desire, motivation and other factors. We make no guarantees regarding the Programs, or any content and materials contained therein and do not warrant the accuracy, completeness or suitability of the same.

3. PRIVACY

3.1 Our Privacy Policy explains how we collect, store, disclose, use and protect your personal information. Our Privacy Policy is available here.
We may use such personal information for any purpose associated with your use of the Services, including to improve the Services.

3.2 We may also ask you to provide proof of identity to access or use the Services. We may deny you access to, or use of, the Services if you refuse to provide such proof of identity.

3.3 By providing us with your personal information, you consent to receiving marketing material and other electronic communications from us. For more detail on this, including how to unsubscribe from receiving such material, please refer to our Privacy Policy.

4. YOUR OBLIGATIONS

4.1 You may only use the Services if:
(a) you are at least 18 years of age and able to enter into contracts;
(b) you maintain accurate, complete and up-to-date information on your account on our Site (“Account”); and
(c) you are doing so for your own personal use, for lawful purposes and you comply with all applicable laws.

4.2 In accessing and using the Services, you must not:
(a) breach, or cause Scandal Coach to breach, any applicable laws;
(b) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(c) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by us;
(d) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law or attempt to gain unauthorised access to or impair
any aspect of the Services or its related systems or networks;
(e) do any thing which may unduly hinder the operation and/or functionality of any aspect of the Services;
(f) during your use of the Services, access, store, distribute or transmit any:
(i) thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, Trojan horses, viruses and other similar things or devices; or
(ii) material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or that facilitates illegal activity; or
(g) use the Services in a manner that causes any nuisance, annoyance, inconvenience or is otherwise illegal or causes damage or injury to any person or property.

5. INTELLECTUAL PROPERTY

5.1 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable licence to:
(a) access and use the Site solely in connection with your use of the Services; and
(b) access and use any content, information and related materials that may be made available through the Services in accordance with these Terms, in each case, for your own personal use.

5.2 We, or our licensors (as appropriate), own, and shall retain, all rights in and to the Services (including each Program and the Site). Other than the limited licence granted to you in paragraph 5.1, neither these Terms nor your use of the Services (including the Site) grants to you any rights in or related to the same or to use or reference in any manner our company name, logos, product and service names, trademarks or services marks or those of our licensors.

5.3 The Site includes functionality which allows you to submit, upload or otherwise make available content to us via forums (including questions, comments, reviews and feedback related to the Services and other textual, audio, and/or visual content) (“Your Content”).

5.4 Your Content must be relevant to the Services, and the particular Program. You must not provide Your Content that (as determined by us in our sole discretion):
(a) defames, harasses, threaten, stalks, menaces, tracks, monitors, mistreats, offends or
otherwise hurts any person;
(b) uses obscene or foul language;
(c) includes link(s) to inappropriate, offensive or illegal material on the forum;
(d) could be considered intolerant of a person’s race, culture, appearance, gender, sexual preference, religion or age; or
(e) interferes with another Participant.

5.5 We may review, monitor or remove any of Your Content at any time at our sole discretion, in each case without providing notice to you. From time to time we may appoint moderators on our forums to monitor Participants compliance with these Terms.

5.6 Your Content remains your property, but you grant us a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free licence to use, licence, copy, transfer, distribute, modify, create derivative works of, and otherwise exploit in any manner Your Content, including for the purposes of making improvements to our Services and for other internal and business purposes, and we are not required to provide you with notice of the same.

5.7 In respect of Your Content, you represent and warrant that:
(a) you are participating in the same at your own risk;
(b) you have the right to grant us the license described in paragraph 5.6 above; and
(c) neither Your Content, nor our use of Your Content as contemplated by these Terms will infringe, misappropriate or violate any rights of a third party (including intellectual property, proprietary or privacy rights), or result in our violation of applicable law or regulation.

5.8 We may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (“Analytics”). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.

6. DELIVERY OF, AND ACCESS TO, THE SERVICES

6.1 The Services may be made available to you, or accessed by you, through services provided by other parties, such as MemberVault or Circle. These companies may have terms of use that apply to you in addition to these Terms. You may be able to access and use third-party products, services and content as part of the Services. Any such third-party products, services and content (“Third Party Services”) are subject to the terms and conditions set by their providers. We do not endorse or assume any responsibility for third-party products, services or content, including your use of the same and we exclude, to the maximum extent permitted by law, all liability in connection with such Third Party Services

6.2 You are responsible for obtaining all devices, data, connections and other requirements necessary to use the Services. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. You are responsible for all costs, problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your devices, network connections or telecommunications links or caused by the internet.

6.3 You acknowledge that we are free to, and frequently do, make changes to the Services (at our discretion), including through the release of new updates, modifications and enhancements to the Site and Programs, and in some cases discontinue Programs or other features. We are not required to provide you with notice of any such changes.

7. ACCOUNTS AND ACCESS

7.1 To use the Services, you must register for, and maintain, an Account (of which you may only have one). To register for an Account you must:
(a) be eligible to use the Services (see paragraph 4.1 above);
(b) complete the applicable verification process determined by us at the time of registration of your Account; and
(c) provide us with certain registration information, which may include personal information, such as your name, address, mobile phone number and age.

7.2 You are responsible for all activity that occurs under your Account. In particular, you must ensure that all details (including, Program, pricing and billing cycle) are correct before you submit an order through the Site.

7.3 Once your payment has been validated, we will provide you with an order confirmation email and details on how to access the Program. On completion of the Program, we will provide you with a completion confirmation email and, unless you have a current Subscription, your access will be terminated.

7.4 You must exercise every possible care to ensure the safety of the device you use in connection with the Services by taking all reasonable care to prevent loss, theft and unauthorised or fraudulent use. That includes:
(a) locking your device when it is not in use;
(b) not leaving your device unattended; and
(c) ensuring up-to-date software is installed on your device.

7.5 Any person who can unlock your device may be able to use the Services. You should have a passcode set on your device. If you suspect your passcode has become known to someone else you should change it immediately.

8. BOOKINGS, FEES AND PAYMENT

8.1 You must pay the fees to us in respect of your use of the Services (“Fees”), including all Programs which are ordered via the Site and accepted by us. Other Fees (if any) must be paid by following the procedures set out on the Site.

8.2 The Fees are stated, and payable, in New Zealand dollars and are inclusive of GST (if any).

8.3 The method for paying the Fees is set out on the Site and may include payment through a third party payment processor (such as Stripe). Paragraph 6.2 applies to such Third Party Services.

8.4 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

8.5 You must not request a chargeback or dispute a credit card payment that is found to be valid. If you request a chargeback or dispute a valid credit card payment for a Program, we may terminate your access to the Services.

8.6 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

8.7 We will use reasonable efforts to inform you of the Fees that may apply to your particular use of the Services in advance, but you acknowledge and agree that you will be responsible for all Fees incurred under your Account regardless of your awareness of the amounts of such Fees. Subject to the term of any Subscription, we may establish, remove and/or revise the Fees for any or all services obtained through your use of the Services at any time in our sole discretion.

8.8 You are not entitled to a refund of the Fees in any circumstances. However, we may approve a refund in exceptional circumstances in our absolute discretion (subject to any processing or other fees that we may reasonably determine are deductible from such Fee). Where you believe an exceptional circumstance exists and you would like to request a refund, please contact us on [email protected].

9. CONFIDENTIALITY

9.1 Subject to paragraph 9.2, you must keep confidential and not divulge either directly or indirectly to any person any information relating to the Services which is of a confidential nature or which is not otherwise in the public domain (together “Confidential Information”). For the avoidance of doubt, the existence of these Terms is not Confidential Information.

9.2 Confidential Information may be disclosed to the extent that:
(a) disclosure is required by law;
(b) disclosure is necessary to fulfil obligations under these Terms;
(c) that Confidential Information already is, or becomes, public knowledge other than as a result of a breach of paragraph 9.1; or
(d) disclosure is made to a lawyer or accountant.

9.3 If you are required by paragraph 9.2(a) to make a disclosure or announcement, you must, before doing so:
(a) give us the maximum notice reasonably practicable in the circumstances, specifying the requirement under which you are required to disclose Confidential Information, and the precise Confidential Information which you are required to disclose; and
(b) comply with all reasonable directions by us in connection with the disclosure.

10. AMENDMENTS AND TERMINATION

10.1 We may amend these Terms from time to time. Amendments will be effective upon posting of such updated Terms on our Site. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended. If you do not accept any changes to these Terms you must stop using the Services.

10.2 We may immediately terminate these Terms or any Services with respect to you, or generally cease offering or suspend or deny access to the Services or any portion thereof, at any time for any reason.

10.3 Subject to the terms pertaining to Subscriptions, you may terminate your Account at any time, for any reason by following the procedures set out on the Site.

11. INDEMNITY

11.1 You agree to indemnify, and will keep indemnified, us and our officers, directors, employees and agents (“Indemnified Parties”) harmless from any and all claims, demands, losses, liabilities, and expenses (including legal costs and expenses) suffered or incurred by the Indemnified Parties, or for any claim brought against the Indemnified Parties, that arises out of or in connection with:
(a) your use of the Services (including the Site) and services, content or information obtained through your use of the Services;
(b) your breach or violation of any of these Terms; and
(c) your violation of the rights of any third party.

12. LIMITATION OF LIABILITY

12.1 The Services are provided to you “as is” and “as available” and you agree that you are solely responsible for your use of the Services. Other than as expressly set out in these Terms, all warranties, guarantees or obligations imposed on us, or a third party provider in relation to the Services, are excluded to the maximum extent permitted by law.
We make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services or any services, goods or information obtain by you through your use of the Services, or that the Services, in particular the Site, will be uninterrupted or error-free.

12.2 We are not responsible for, and make no representations in respect of, any content you access through your use of the Services, or any unauthorised access to any device you use to access the Services and any loss that you suffer in connection with the same (such as corruption of information).

12.3 We do not control Participants, feedback or other communications posted to the Site by the same and we take no responsibility for any conduct of Participants.

12.4 In no event will we be liable to you for any losses, liabilities, damages, costs or expenses including but not limited to direct, indirect, incidental, special, exemplary, punitive or consequential damages, lost profits, lost data, personal injury or property damage (even if we have been advised of the possibility of such damages) that result from or in connection with, these Terms or your access to, or use, of the Services.

12.5 Nothing in these Terms operates to exclude, restrict or modify any warranties,
guarantees or other rights provided by law that cannot be excluded. Our liability for a breach of any such warranties, guaranties or rights arising out of any claim, demand, proceedings or caution whether in contract, negligence or otherwise, in any way connected with the Services shall not exceed the amount of Fees paid by you for the particular Services to which the claim relates over the 12 months immediately preceding the date that the relevant claim arose.

13. GENERAL

13.1 Termination of these Terms will not affect any legal remedies we may have.

13.2 Any provision of these Terms which expressly or by implication is intended to continue in force after termination of these Terms shall remain in full force and effect.

13.3 Subject to any changes that may be made to these Terms from time to time, these Terms constitute the entire agreement between you and us and supersede all previous agreements and undertakings.

13.4 You may not assign or transfer these Terms in whole or in part without our prior written approval. We may assign or transfer these Terms in whole or in part in our sole discretion.

13.5 Nothing in these Terms has the effect of excluding, restricting or modifying rights which cannot lawfully be excluded, restricted or modified by agreement. If any provision of these Terms contravenes a law or is not enforceable, it will be removed from these Terms, but the rest of these Terms will continue in force.

13.6 We may subcontract or delegate the performance of any of our responsibilities under these Terms.

13.7 Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver.

13.8 If any provision of these Terms is or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from these Terms without affecting the validity of the remainder of these Terms and shall not affect the enforceability, legality, validity or application of any other provision of these Terms.

13.9 Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided on your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

13.10 These Terms are governed by New Zealand law and the courts of New Zealand shall have the non-exclusive jurisdiction.

14. CONTACT US

14.1 If you have a question or a complaint about the Services, please contact us at
[email protected] .

Last updated: March 2024