VITAL ASPECT
TERMS AND CONDITIONS

VITAL ASPECT TERMS AND CONDITIONS

  1. ACCEPTANCE

By either executing this document, clicking a box on the Website or otherwise subscribing for or using our Programs and/or Services, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions (Agreement). Any reference to “you”, “your” or “Client” in this Agreement is a reference to you. This Agreement is a legal agreement between you and Vital Aspect Pty Ltd ACN 617 834 063 (Vital Aspect).

Defined terms are contained in clause 12.

2. TERM

This Agreement commences on the date you execute this document or otherwise agree to be bound by this Agreement in accordance with clause 1 and, subject to clause 11.3, ends on either: (i) the date the Program and/or Services are completed if no Time Period is selected; (ii) the expiry of the Time Period; or (iii) otherwise the date the Agreement is terminated in accordance with clause 8 (Term).

3. VITAL ASPECT OBLIGATIONS

3.1 Programs and Services

In consideration for the payment of the Fees, Vital Aspect will provide to you the Programs and/or Services online or onsite at a location specified in the Application Form, as relevant.

3.2 Materials and IP

(a) In providing Programs and/or Services, Vital Aspect will provide you with the relevant Materials and access to the relevant Programs.

(b) Following completion of a Program, your access to Program content will be disallowed after a time period to be determined in Vital Aspect’s sole discretion (although Vital Aspect will seek to maintain your access to such content for a period of one (1) month following completion of such Program).

(c) During the Term, Vital Aspect grants to you a non-exclusive, limited, non-transferable, revocable licence to use any Intellectual Property Rights in the Materials and Programs, as relevant. For the avoidance of doubt, this licence will automatically revoke at the expiry of the Term.

4. your obligations

4.1 Materials and Programs 

You will utilise the Materials and Programs solely for the purposes of undertaking the Programs and/or receiving the Services and for no other purpose.

4.2 Health Surveys

(a) You agree it is a condition of this Agreement that in order to take part in any Program and/or Service you will: (i) complete an initial health survey made available by Vital Aspect before the commencement of such Program and/or Service; and (ii) complete a second health survey made available by Vital Aspect following completion of the relevant Program and/or Service.

(b) You agree and acknowledge that a failure to comply with clause 4.2(a) may impede Vital Aspect’s ability to provide the relevant Program and/or Service and/or impair such Program and/or Service, and that Vital Aspect will have the right to provide such impaired Program and/or Service or not provide the Program and/or Service, in its sole discretion.

4.3 Indemnity and insurance

You are liable for and indemnify and hold harmless Vital Aspect, its employees, officers, contractors and licensors from and against all actions, claims, demands, losses, damages and expenses for which any of them or any other person shall or may become liable or shall suffer in respect of: (i) damage to or loss of any Materials provided to you; (ii) your use of the Programs and/or Services; (iii) your breach of any term of this Agreement.

5. Relationship

(a) The parties agree that nothing in this Agreement is intended to, nor will it, create a joint venture, partnership or employment relationship between the parties and a party may not make any representation which implies that such a relationship exists.

(b) Without limiting clause 5(a), a party may not, and has no authority to, bind the other party by contract or otherwise.

6. Intellectual Property Rights

(a) Vital Aspect retains ownership in or otherwise rights to all Intellectual Property Rights in and associated with the Materials, Programs and Services.

(b) Subject to clause 3.2(c), nothing in this Agreement confers on, or assigns to, you any right, title or interest in such Intellectual Property Rights.

(c) You agree not to:

(i) remove, alter or obscure any disclaimer or notice, or any restricted right legend or trademark, copyright or other ownership right legend appearing on Materials or in any Program or related content;

(ii) copy, modify or create derivative works based on Materials, Program or related content; or

(iii) reverse engineer, reverse compile, decompile or disassemble the object code, or otherwise attempt to derive the source code, of Programs or of any other relevant element of the Materials, Programs or Services.

7. Confidentiality AND PRIVACY

7.1 General

(a) Each party must, at all times:

(i) keep secret and hold the other party’s Confidential Information in confidence; and

(ii) not use, disclose or copy the other party’s Confidential Information in any form or in any manner except for the purpose of and to the extent necessary to perform its obligations under this Agreement.

(b) Each party must use its best endeavours, including keeping Confidential Information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised access, use, disclosure or copying by third parties.

7.2 Exclusions

Clause 7.1 does not apply to the extent that a party:

(a) is required to disclose the Confidential Information to its related companies, solicitors, auditors, insurers or accountants and their staff and nominated representatives in order to perform its obligations under this Agreement; or

(b) is required to disclose specific Confidential Information to comply with any applicable law.

7.3 Notifying of breach

A party must immediately notify the other party if it:

(a) becomes aware of any breach of the obligations in clause 7.1, or any other unauthorised access, use, disclosure or copying of Confidential Information by any third party; or

(b) is lawfully obliged to disclose any Confidential Information to a third party, in which case the party must comply with the other party’s lawful directions in relation to the disclosure to the extent permitted by the relevant law.

7.4 Privacy

Information about the collection and use of your personal information is contained in our privacy policy on our Website. You acknowledge that you have read, understood and agree with the terms of our privacy policy.

8. TERMINATION

8.1 Termination by Vital Aspect

In its sole discretion, Vital Aspect may terminate this Agreement, or suspend for a period of time to be determined by Vital Aspect some or all of the Programs and/or Services, by written notice to you if:

(a) the agreement between Vital Aspect and the Arranger expires or terminates;

(b) you:

(i) breach this Agreement; and

(ii) do not remedy the breach promptly upon receipt of a notice from Vital Aspect requiring the breach to be remedied; or

(c) it becomes or may become in Vital Aspect’s opinion unlawful for Vital Aspect to perform or comply with its obligations under this Agreement.

8.2 Termination for convenience by either party

Vital Aspect may, for convenience and without cause, terminate this Agreement on thirty (30) days’ written notice to you.

8.3 Consequences of termination

(a) On termination or expiry:

(i) you must return to Vital Aspect all Materials;

(ii) each party must return to the other party or destroy, as directed by the other party, the Confidential Information of the other party in the first party’s possession or control.

(b) Termination or expiry does not extinguish or otherwise affect any accrued rights a party may have in respect of this Agreement, which arose prior to the time of termination or expiry.

9. EMPLOYMENT RESTRICTION 

(a) During the Term and for a period of six (6) months from the expiration or termination of the Term, or such maximum shorter period permitted by law, you agree that you will not directly or indirectly, except with Vital Aspect’s express written consent, employ, offer to employ, contract with or offer to contract with (or canvass or solicit any of the foregoing) any person employed or contracted by or acting on behalf of Vital Aspect in connection with the provision of Services or Programs or otherwise in connection with this Agreement.

(b) You agree that “employ” and “contract” in this clause includes both as a principal or through a third party agent and “you” in this clause includes you and all your “associates” and “related bodies corporate” as defined in the Corporations Act 2001 (Cth).

10. LIMITATION OF LIABILITY

Use of the Programs and/or Services is at your sole risk. To the extent legally permitted, all materials, information, products, programs, software and services are provided “as is”, with no warranties or guarantees whatsoever. Vital Aspect expressly disclaims to the fullest extent permitted by law all express, implied, statutory and other warranties, guarantees or representations, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement of proprietary and intellectual property rights. Without limitation, Vital Aspect does not represent or warrant that the Programs will be uninterrupted, error-free or secure, that any defects will be corrected, or that the Programs or the server/s that makes the Programs available will be free of viruses or other harmful elements. You agree that in using the Programs and/or Services you have not relied on any statement or representation made by Vital Aspect not expressly contained in Agreement. You understand and agree that if you access, download or otherwise obtain materials, information, products, software, programs or services from the Website or otherwise forming part of Programs and/or Services, you do so at your own discretion and risk and that you will be solely responsible for any damages that may result, including loss of data or damage to your computer system. If applicable law prohibits the exclusion of any of the warranties, guarantees, conditions or representations referred to above, to the extent legally permitted, Vital Aspect limits its liability for breach of any such warranties, guarantees, conditions or representations to resupply of the affected Programs. Vital Aspect will not be held liable for any injury or illness sustained to you in connection with this Agreement. It is your responsibility to inform Vital Aspect if you have any medical conditions which would limit your ability to participate in the Programs and/or Services or increase your risk of an adverse health event. Vital Aspect offers general advice only and not medical advice and Programs/Services may not be suitable for all individuals. To the extent legally permitted, in no event will Vital Aspect be liable to you or any other person for: (a) any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever related to or arising from the use of the Programs and/or Services, including, without limitation, any lost profits, business interruption, lost savings or loss of programs or other data. This exclusion and waiver of liability applies to all causes of action, whether based on contract, warranty, tort (including negligence) or any other legal theories. To the extent that the above exclusion of liability is unenforceable, invalid or ineffective for any reason, it will be severed from this Agreement and the enforceable exclusions will remain in force.

11. General provisions

11.1 Notices

A notice by a party:

(a) is taken to be given if it is made in writing and issued by the sender, and delivered by hand, post, facsimile or electronically;

(b) subject to clause (c) is taken as being received:

(i) if it is delivered by hand or courier – when actually delivered;

(ii) if it is posted:

(A) in Australia to an address in Australia, on the 3rd Business Day after posting;

(B) in Australia to an address outside Australia, on the 7th Business Day after posting;

(C) outside Australia to an address in or outside Australia, on the 7th Business Day after posting;

(iii) if it is sent electronically or by facsimile, when the device through which the notice is sent reports that the notice has been sent.  The report must be in readable form and capable of being reproduced on paper.

(c) that is received or taken to be received under clause (b) on a day that is not a Business Day or after 5.00pm on a Business Day, is taken to be received on the next Business Day.

11.2 Entire agreement

In relation to its subject matter, this Agreement constitutes the entire agreement between the parties and supersedes any previous representations, understandings or agreements.

11.3 Survival

Clauses 4.2(b), 4.3, and 5 to 11 (inclusive)  survive the expiry or termination of this Agreement.

11.4 Amendment

This Agreement may only be amended, supplemented, replaced or novated by a document executed by all the parties.

11.5 Counterparts

This Agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same document.

11.6 Waiver

Unless specifically stated to the contrary in this Agreement, a party’s failure to enforce or a delay in enforcing any of its rights under this Agreement does not constitute a waiver of those rights and a party’s partial exercise of a right does not preclude any further exercise of that or any other right.

11.7 Severance

If any provision of this Agreement is held to be prohibited, invalid or unenforceable in any jurisdiction:

(a) that provision is ineffective to the extent of the prohibition, invalidity or unenforceability in that jurisdiction;

(b) the validity or enforceability of that provision is not affected in any other jurisdiction; and

(c) the remaining provisions of this Agreement are not affected.

11.8 Signatories

Each party declares its signatory who signs this agreement has no notice of the revocation or suspension of the power under the authority by which the signatory signs this agreement.

11.9 Assignment

The Client may only assign any of its rights under this Agreement with the prior written consent of Vital Aspect. Vital Aspect can assign this Agreement in its sole discretion.

11.10 Further Assurances

Each party must do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including the execution of documents.

11.11 The rule about “contra proferentem”

This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies upon a provision of this Agreement to protect itself.

11.12 Governing Law

This Agreement is governed by the law in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in New South Wales.

12. DEFINITIONS

Arranger means your employer, or some other entity or person, which has engaged Vital Aspect to provide the Programs and/or Services.

Application Form means the application form filled in and submitted by the Arranger.

Business Day means a week day that is not a public holiday or bank holiday in the jurisdiction in which service is to occur.

Confidential Information means, in relation to a party, all information and material relating to the party and either:

(a) provided to the other party;

(b) to which the other party is exposed or becomes aware of as a result of entering into, or in connection with, this Agreement; or

(c) is by its nature confidential or the other party knows, or ought to know, is confidential.

Fees means the fees to be paid by the Arranger for the Programs and/or Services.

Intellectual Property Rights means all intellectual property rights throughout the world, whether registrable, registered or unregistered, including any patent, trademark, trade name, business name, domain name, company name, copyright, registered design or other design right or semiconductor or circuit layout right, or any applications for, or rights to obtain or acquire any such rights.

Materials means materials in any form, including without limitation in print or in digital and including any devices, equipment or other things, provided to you by Vital Aspect in connection with the provision of Programs and/or Services.

Programs means the programs to be provided by Vital Aspect to You, the current available programs being set out in Annexure B.

Services means the services to be provided by Vital Aspect to You, the current available services being set out in Annexure B.

Time Period means the period of time for the ongoing provision of Program(s) and/or Service(s) (if relevant) as set out on the Application Form.

Website means the Vital Aspect website available at https://vitalaspect.com.au/

Executed by Client by:

________________________________________
Signature

Print Name: ______________________

Date: ____________________________

ANNEXURE B – PROGRAMS, SERVICES AND FEES

*Vital Aspect may revise these Programs, Services and Fees in its discretion from time to time.

Name Description (these descriptions are indicative only, more details can be found on the Vital Aspect Website)
Vital Move Includes 8 week digital program and 2 onsite seminars of 30 minutes duration.

Relevant Materials will be provided (eg: posters, seat cards, face mask and ear plugs, as relevant)

Health and wellbeing results/data based on health surveys will be presented to HR.

Other Services set out below (e.g. exercise classes, massage, physiotherapy) or increased number of seminars can be added at an additional expense to the Client.

Vital Mind Includes 8 week digital program and 2 onsite seminars of 30 minutes duration.

Relevant Materials will be provided (eg: posters, seat cards, face mask and ear plugs, as relevant)

Health and wellbeing results/data based on health surveys will presented to HR.

Other Services set out below (e.g. meditation training) or increased number of seminars can be added at an additional expense to the Client.

Vital Me Includes 8 week digital program and 2 onsite seminars of 30 minutes duration.

Relevant Materials will be provided (eg: posters, seat cards, face mask and ear plugs, as relevant)

Health and wellbeing results/data based on health surveys will be presented to HR.

Other Services set out below (e.g. nutrition consultations) or increased number of seminars can be added at an additional expense to the Client.

Onsite Exercise Vital Aspect will deliver face-to-face exercise classes including yoga, pilates, and fitness. These will be delivered onsite at the Client’s premises. Vital Aspect will provide any necessary equipment for these. Classes are limited to 30 participants.
Onsite Physiotherapy Vital Aspect will provide onsite physiotherapy consultations. Appointments will be made via an online booking system. Vital Aspect will provide all necessary equipment, but will require a private room on the Client premises to conduct the consultations. Consultations are 30 minutes.

Comprehensive assessment, diagnosis, hands-on treatment, exercise prescription and self-management strategies.

Onsite Massage Vital Aspect will provide onsite massages. These will be conducted “in chair”, with the aid of headphones and an eye-mask to enhance relaxation. Time spent: between 5-15 minutes depending on Client requirements.
Onsite Ergonomic Assessment Vital Aspect will conduct an assessment of workplace ergonomic set-up, offer recommended alterations and perform any required ergonomic adjustments. Individualised exercises will also be prescribed.

Includes workspace adjustments, postural education, exercise prescription, recommendations.

Organisation level report and recommendations

Onsite Nutrition Consulting Vital Aspect will provide onsite nutrition consultations. Appointments will be made via an online booking system. Vital Aspect will require a private room on the Client’s premises to conduct the consultations. Consultations are 30 minutes per client.
Onsite Meditation Training Vital Aspect will deliver group mindfulness and meditation training on the Client’s premises. This will involve a presentation, guided mediation techniques and the teaching of mindfulness skill.