The Morf Services provided to you are set out in your Client Portal and are in accordance with the Morf Membership which you select. Morf will provide the Morf Services to you in accordance with these terms and conditions. By signing up to a Morf Membership, you are engaging Morf to provide you with the Morf Services and you agree to these terms and conditions.
- You engage Morf to provide you with the Morf Services by signing up to a Morf Membership on the Morf Platform.
- We may offer a number of different Morf Memberships. Each Morf Membership may have differing conditions and limitations, including in relation to the Morf Services which will be provided, payment terms and the duration of the membership. These terms will be disclosed at the time you sign-up to the Morf Membership or in other communications made available to you. You can find specific details regarding your Morf Membership in your Client Portal.
We will provide you with the Morf Services for the period specified in your Morf Membership unless the Morf Membership is cancelled or terminated earlier in accordance with these terms and conditions.
- payment terms
- The Fees for the Morf Services are set out in your Client Portal.
- You agree to pay the Fees via the payment method which you select when you sign up to the Morf Membership and at the billing intervals set out in your Client Portal.
- If you provide us with your account details to facilitate payment of the Fees through your bank account, you authorise us to charge your account for payment of the Fees at the billing intervals specified in your Client Portal for the term of your Morf Membership. It is your responsibility to ensure that your payment details are up to date and accurate. You can update your payment details in your Client Portal.
- Interest on overdue Fees shall accrue daily from the date when payment becomes due until the date of payment at a rate of 10% per annum. If you default in payment of any Fees when due, you indemnify Morf from and against all of Morf’s costs and expenses (on a full indemnity basis) resulting from non-payment and in addition all of Morf’s agents costs of collection.
- Morf is a program which provides you with access to a number of different Coaches who are suitably qualified and experienced to provide you with professional and technical advice as part of the Coaching Services. You acknowledge that that the Coaches are independent contractors rather than employees of Morf. Morf acts as an intermediary to connect you with Coaches and does not itself provide you with any professional or technical advice. You agree that Morf can engage the Coaches as contractors to provide you with the Coaching Services and that the Coaches are solely responsible for performing the Coaching Services competently and in compliance with all relevant legislation, regulations and professional conduct rules in force in the location in which the Coaching Services are performed.
- The Coaches may require you to enter into separate agreements, including but not limited to engagement and confidentiality agreements, in relation to the Coaching Services in accordance with legislative requirements or the rules of the relevant professional body which apply to the Coaching Services. You acknowledge that the Coaches will be unable to provide the Coaching Services to you unless you enter into these agreements.
- limitation of liability and indemnity
This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible:
- Morf shall not be personally liable for the consequences of any breach of the provisions of this Agreement whether it be of law or of fact, or generally for any breach of covenant, obligation, or duty whatsoever, unless it has been proved to have been committed, made or omitted intentionally, fraudulently or in bad faith or as a result of gross negligence by Morf;
- Morf’s aggregate liability to you, whether for breach this Agreement or in negligence or in any other tort or for any other common law or legislative cause of action arising in relation this Agreement is limited to the sum of any fees paid by you to Morf under this Agreement;
- Morf will not be liable for any direct, incidental, consequential special, exemplary, punitive or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity or Loss which you may suffer arising in connection with this Agreement even if Morf has been advised of the possibility of such damages;
- Morf excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement;
- If the Australian Consumer Law applies and liability for the breach of any consumer guarantee can be limited, Morf’s liability (if any) arising from any breach of those guarantees is limited to either the re-supply of the Morf Services or the costs of resupplying the Morf Services (at Morf’s election); and
- You will indemnify Morf and must keep Morf indemnified against all Loss, damage, liability, expense or claims incurred or arising directly or indirectly from your breach of this Agreement or your negligent or wilful act or omission.
- suspension of services
Without prejudice to any other remedies Morf may have, if at any time you are in breach of any obligation under these terms and conditions (including those relating to payment of the Fees) Morf may in its discretion immediately suspend or terminate the supply of the Morf Services and any of its other obligations under these terms and conditions. Morf will not be liable to you for any Loss you may suffer because Morf exercises its rights under this clause.
- Termination by Morf
- In the event that you commit any of the following breaches of these terms and conditions, Morf may immediately terminate this Agreement and your Morf Membership by providing you with notice in writing:
- any money payable to Morf becomes overdue, or in Morf’s reasonable opinion you will be unable to meet payments as they fall due;
- you breach any other obligation of this Agreement and fail to remedy the breach within 7 days of being provided with a written notice from Morf requiring you to do so;
- if you are an individual, you become bankrupt; or
- if you are a company, you become insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of your entity or any of your assets;
- If this Agreement is terminated under clause 8.1(a), all amounts owing to Morf shall, whether or not due for payment, immediately become payable. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial membership periods.
- Termination by You
You may cancel your Morf Membership at any time by providing 30 days’ written notice to Morf. If you terminate the Morf Membership before the expiry of the term of the membership you must pay any amounts owing to Morf under the Morf Membership. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial membership periods.
- Information and privacy
- Confidential Information means the following (whether in written, electronic or in any other form):
- the negotiation and execution of this Agreement;
- details of this Agreement; and
- any information disclosed by the parties in the course of providing the Morf Services
but does not include information which:
- is or has become publicly available otherwise than due to disclosure in breach of these terms and conditions; or
- is received from a third party and was not acquired directly or indirectly from either party in breach of an obligation of confidence.
and the Parties agree to treat the same as confidential information and, subject to clause 10(c), not to divulge the information to any third party without the prior consent in writing of the other parties.
- When the Parties consent to disclosure of Confidential Information they must ensure that the authorised recipient is advised of the confidential nature of the information and of the fact that it may not be divulged without the prior consent in writing of all Parties.
- The Parties’ may (without consent of the other) disclose the Confidential Information (to the extent reasonably required):
- if required by any statute, inquiry, request or order of any court, government or local, state or federal authority having jurisdiction;
- to the extent necessary to allow the Parties to carry out their obligations and exercise their rights under this Agreement, including disclosure to Coaches for the purpose of facilitating the Coaching Services;
- to obtain the advice of any independent accountants, legal advisers and other experts engaged by a Party to give advice with respect to this Agreement or any matter incidental to it;
- where the information is already in the public domain or is lawfully obtained by the disclosing Party from sources other than this Agreement; and
- to the extent permitted under any other agreement entered into between the parties to this Agreement.
- These terms and conditions constitute the entire agreement between the parties relating in any way to the subject matter.
- If any provisions of this Agreement are invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- Failure by Morf to enforce any of the terms and conditions shall not be construed as a waiver of any of Morf’s rights hereunder or a waiver of any continuing breach.
- All Morf Services supplied by Morf are subject to these terms and conditions. These terms and conditions shall be governed by the laws of the State of Queensland, Australia and you submit to the jurisdiction of the courts of that State.
- All payments which you are required to make to Morf under this agreement must be made free of any set-off or counterclaim and without deduction or withholding whatsoever.
- Morf reserves the right to review these terms and conditions at any time from time to time. If, following any such review, there is to be any change, it will take effect from the date on which Morf notifies you of such change.
- You must not to assign, or purport to assign, any of your obligations or rights under these terms and conditions without the prior written consent of Morf. Morf has the right to assign and transfer to any person all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these terms and conditions provided that the assignee agrees to assume any duties and obligations which Morf owes to you under these terms and conditions.
- Agreement means these terms and conditions which you agree to when you sign-up to the Morf Membership.
- Client Portal means your client portal on the Morf Platform which you access by inserting your secure username and password. Your Client Portal contains the details of your Morf Membership, the Morf Services, the Fees and your selected payment method.
- Coaches means the coaches we engage to provide you with the Coaching Services.
- Coaching Services means the professional advisory services provided by the Coaches related to the areas of psychology, family counselling, career development, business advisory and financial advisory.
- Fees means the fees payable for your Morf Membership which are set out on your Client Portal.
- Loss means all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description, including all reasonable legal costs and expenses on a solicitor and own client basis.
- Morf Membership means the Morf membership which you to sign-up to through your Client Portal.
- Morf Platform means our website, https://morfyourself.com.au/
- Morf Services mean the services which Morf agrees to provide to you under your Morf Membership, being access to one or more of the Coaches who will from time to time provide you with the Coaching Services.