These Terms and Conditions (Terms) govern your use of the Universal Practice App (App) offered by UP AT HOME PTY LTD (ACN 643 942 027) (we, us, our, UAH), and form a binding contractual agreement between us, and you. Our Disclaimer and Waiver and any other terms and conditions contained in the privacy policy (Privacy Policy) also form part of the agreement with you. 

These Terms are important and should be read carefully. These Terms, our Disclaimer and Waiver and Privacy Policy constitute the entire agreement between you and us and supersedes all prior agreements, conduct, representations and understandings. You confirm you have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.

1. ACCEPTANCE OF TERMS

1. 1. By downloading, accessing or entering into a paid subscription for the App you acknowledge that you have read and understood these Terms, and agree to be bound by them, our Disclaimer and Waiver and all our other policies.

2. VARIATIONS TO THE APP AND THE TERMS

   1. We reserve the right, in our sole discretion, to vary, change, modify, delete or otherwise deal with the App or the Terms as we see fit.

   2. We will give you notice of any changes to the Terms.

   3. Any updates to the Terms will be taken to have effect on the date of publication.

   4. Your continued use of the App constitutes your acceptance of the updated Terms and is taken as your agreement to be bound by these updated Terms.

   5. Should you object or disagree to the Terms, your only remedy is to contact us at theapp@universalpractice.com.au and immediately discontinue your use of the App.

3. LICENCE

   1. You are granted a non-exclusive, revocable, non-transferrable, non-sublicensable licence to personally access and use, for non-commercial purposes, the App, and the services offered on the App, in accordance with these Terms (Licence).

1. 2. You acknowledge and agree that you will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation intellectual property rights) in the App other than the non-exclusive rights granted by the licence provided under clause 3.1.

   3. This Licence shall continue until terminated in accordance with these Terms.

4. DISCLAIMER AND WAIVER

   1. You acknowledge that you have read, understood and agree to our Disclaimer and Waiver.

5. REGISTERING YOUR DETAILS

   1. When you download the App you will be asked to create an account as part of the enrolment process on the App.

   2. You must provide accurate, complete and up-to-date information, as requested, and it is your responsibility to inform us of any changes to the information you have provided.

   3. We may at any time request a form of identification to verify your identity.

   4. You acknowledge and agree that:

      1. you are solely responsible for protection and confidentiality of any password that may be issued or you create for your account (Password);

      2. you will not reveal (or cause to be revealed through any act or omission) your Password to any other person;

      3. you will immediately notify us if your Password is lost or becomes known to any other person; and

      4. you are solely responsible for all access to and use of the App via your Password.

   5. To the extent that you provide personal information, we will treat such information strictly in accordance with our Privacy Policy.

   6. You must ensure the security and confidentiality of your account details, including any username and/or Password. You must notify us immediately if they become aware of any unauthorised use of your account details.

   7. You will not let any other person use your Password to access your account on the App.

6. YOUR OBLIGATIONS

   1. You agree:

1. you must only use the App in accordance with these Terms and you must not use the App for any commercial purposes;

2. to provide accurate, complete and current information or documentation reasonably required in order for the App to provide appropriate information and programs;

3. to follow any instructions provided on exercise videos or by one of our representative’s communicating via the chatbot feature on the App correctly and carefully;

4. to not allow a 3^rd party to use your account on the App; and

5. that your use of the App will not violate any laws in Australia and when accessed in another jurisdiction, the laws of that jurisdiction and Australian law, so far as the laws are not inconsistent, in which case you agree to be bound by the laws for Victoria, Australia.

6. that in using the App, you must not post any inappropriate, threatening, harassing, defamatory, obscene or offensive comments, including when using the chatbot feature of the App, or on any of our social media pages.

7.to act in good faith.

1. Your use of the App and the services provided on the App, including the information submitted on the App, must not:
2. be false, inaccurate, misleading, fraudulent, deceptive or unlawful;
3. be in any manner which could damage, disable, overburden, or impair the App or interfere with any other party’s use and enjoyment of the App;
4. be in any manner to phish or deceptively obtain information of other users on the App;
5. impersonate or otherwise misrepresent your identity;
6. be for purposes of junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 (Cth) or to attract, lure or illegally obtain information from other users on the Software;
7. infringe any 3^rd party’s rights or violate any Laws;
8. contain any viruses or similar which could affect the integrity, operation or security of the App;
9. damage the credibility or integrity of the App or us, or dilute, tarnish, or otherwise harm our brand in any way; or
10. interfere with or disrupt the App or servers or networks connected to the App, or disobey any requirements, procedures, policies, or regulations of networks connected to the App.

3. You represent and warrant that you are at least 18 years old and will be responsible for the information provided when creating a subscription.

4.This App is not designed or recommended for anyone under 18 years old. If you are accessing or using the App to access the exercise programs or any service offered on the App on behalf of a party who is not at least 18 years of age, then you are representing that you are the party’s legal guardian and you are responsible for that party’s compliance with these Terms. You will indemnify us for any losses or damage that we suffer as a consequence of the party who is less than 18 years of age failing to comply with these Terms.

INTELLECTUAL PROPERTY RIGHTS

1. 1. References to Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

   2. The App is protected by Intellectual Property Rights. All content on the App, including, but not limited to, registered and unregistered trade marks, business names, service marks, logos, templates, information, text, software, information architecture, coding, graphics, photos, videos, sounds, music, interactive features and the like, (UAH’s IP), are owned by UAH and are subject to copyright and other Intellectual Property Rights under law.

   3. UAH shall at all times retain all title, rights and interest in and to the App, including but not limited to:

      1. the Intellectual Property Rights subsisting in the App;

                     2. any modifications to, and additions to, the App;

                     3. information or data, source codes and other information technology relating to or connected with the App;

                     4. marketing information relating to or connected with the App; and

                     5. technical information, including trade secrets, drawings, plans, encryptions, codes and product descriptions and information relating to or connected with the App.

6. You acknowledge and agree that no right, title or interest in any of the intellectual property rights in the App is transferred or granted to you, other than the rights granted expressly by these Terms.

1. 1. You undertake not to:

      1. 1. take or permit or omit any action which would or might:

            1. constitute an infringement of UAH’s intellectual property rights;

            2. invalidate or put in dispute the UAH’s title to UAH’s IP or any part of it;

            3. oppose any application for registration or invalidate any registration of UAH’s IP or any part of it (including without limitation a registration of a patent, registered design or trade mark worldwide);

            4. support any application to remove or undo the UAH’s title in the UAH’s IP or any part of it; or

            5. assist any other person directly or indirectly in any of the above;

         2. use, copy, reproduce, distribute, export, adapt, alter, modify, translate, create derivate works, or publicly display any of UAH’s IP anywhere in the world, without the prior written consent of UAH.

   2. The trade marks, logos, and service marks displayed on the App are either registered or unregistered trade marks of UAH (Marks). The Marks, whether registered or unregistered, must not be used by you in connection with any product or service that does not belong to UAH, in any manner that is likely to cause confusion with customers, or in any manner that disparages UAH.

   3. You agree that damages may be an inadequate remedy to a breach of these Terms and acknowledge that we will be entitled to seek injunctive relief if such steps are necessary to prevent violations of its intellectual property rights.

   4. You agree that we will own the information you upload to the App.

2. SUBSCRIPTIONS

   1. All prices of subscriptions offered for the App are in Australian Dollars (AUD).

   2. We currently offer one (1) month, three (3) month and twelve (12) month subscriptions, which may change in the future at our sole discretion. Payment for each subscription is governed by these Terms.

1. 3. All subscription options offer you the first 7 days free access to the App. Subscriptions are automatically charged after the 7-day free trial has completed and the subscription term will auto-renew at the end of each subscription period.

1. 4. Free trials are only available to new users of the App and are provided in our sole discretion. If you attempt to sign up for an additional free trial you will be immediately charged with the full subscription fee.

1. 5. You may manage subscriptions in your Account Settings after purchase.

1. 6. All subscriptions fees (Fees) offered for the App are as displayed on this website here.

1. 1. All prices are inclusive of GST (if applicable) unless indicated otherwise.

   2. All prices and subscription packages are subject to change without notice.

   3. We reserve the right to modify, cancel and limit the App at any time.

   4. You acknowledge that each program contains certain goals and targets that once met will unlock new content including exercises, video and information.

2. PAYMENTS

   1. The current subscription packages of one (1), three (3) and twelve (12) month subscriptions are payable upfront in lump sums at the commencement of the subscription.

   2. You acknowledge that we may change our subscription packages in our sole discretion and the manner in which they are to be paid.

   3. Subscriptions will be auto-renewed on the first day of your next billing period unless you cancel your subscription.

   4. In purchasing a subscription to the App you agree:

1. to pay using a valid credit card or debit card (or other form of payment as we may allow)

2. to provide us with current and complete information as detailed including full legal name, email address, credit card details and billing information as required.

3. to pay the subscription fee of the subscription you have selected and any other fees or applicable taxes that may arise.

4. that when the subscription auto-renews (if you do not cancel your subscription):

1. the Fees will be paid via a direct debit arrangement, and you irrevocably authorise us to debit the Fees during the auto-renewed term from your credit card or debit card (Debit Account), on or about the due date for payment without notice to you;

2. you must ensure that the Debit Account details are up to date at all times and you must notify us in the event that the details are no longer current, and provide replacement details;

3. you also irrevocably authorise us to deduct all other fees and charges payable by you to us under these Terms from your nominated Debit Account;

4. that if payment is defaulted or not received, you authorise us to debit any outstanding funds from your nominated Debit Account;

5. you warrant that you are the owner or have the right to use any Debit Account details provided to us;

6. default charges will apply in the event that you stop the authority to charge the Debit Account without acceptance by us; and

7. insufficient funds in the Debit Account will also attract a fee.

1. 1. Where another agent or enterprise is debiting funds pursuant to this clause, you also affirm the same rights and undertakings explained in these Terms to them.

   2. We reserve the right to suspend or terminate your access to the App, at our discretion, if payment is defaulted.

2. RENEWAL, TERMINATION AND SUSPENSION

   1. Your subscription will automatically renew for the same term of your initial subscription, unless you cancel your subscription.

   2. You may cancel your subscription to the App at any time. Depending on which subscription package you selected, upon cancellation, you will have access to the App until the end of your paid subscription period. After that period ends you will no longer have access to the App or its resources and your account will be deactivated.

   3. Please note refunds are not provided for cancellations of subscriptions to the App.

   4. We reserve the right to suspend or terminate your use of the App generally if you breach these terms, as determined by us in our sole discretion.

3. NON-EXCLUSIVITY

   1. We provide our App and its services to you on a non-exclusive basis.

   2. We will however endeavour to protect the personal information you provide us and in accordance with our Privacy Policy.

12. DISCOUNTS, PROMOTIONS AND OFFERS

    1. From time to time, we may offer the opportunity to purchase our services at a discounted or promotional price, subject to these Terms.

    2. Any discounts, promotions and offers will be confined to the time period and additional terms of sale in accordance with the details of that respective discount, promotion and/or offer.

13. LIABILITY IS LIMITED

    1. We provide the App and the services available on the App on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by Law. Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms to the maximum extent permitted by Law.

    2. Without limiting the generality of clause 13.1, we expressly exclude all liability in contract, tort or otherwise for any injury, damage, loss, delay or inconvenience caused directly or indirectly by:

       1. your use of our products and services;

       2. any planned or foreshadowed system downtime of the App;

       3. non-performance of the App;

       4. any reliance on the App (or any information provided from the Software);

       5. any incorrect data entry or information made by you on the App;

       6. any incorrect data or content, errors, mistakes or inaccuracies on the App;

       7. any loss or corruption of Your Data at any time;

       8. any defects, errors and bugs in the App;

       9. any unauthorised access to or use of the App;

       10. any misuse, abuse or alterations to the App;

       11. any interruption or cessation of transmission to or from the App;

       12. your acts or omissions, including your wilful damage, negligence or abnormal working conditions;

       13. an event outside of our reasonable control;

       14. any viruses, trojan horses or other harmful code or communications which may be transmitted to or through the App by any 3^rd party, which is beyond our control; and/or

       15. loss of privacy and confidential information.

    3. Subject to the other terms of this clause, our maximum aggregate liability owed to you for any loss or damage or injury arising out of or in connection with your use of the App, including any breach by us of these Terms however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the actual charges paid by you under these Terms in the one month period preceding the matter or the event giving rise to the claim.

    4. The disclaimers, limitations of liability and indemnities within these Terms do not exclude rights that may not be excluded by Law, including but not limited to, those rights under the Australian Consumer Law.

    5. If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, our total liability to you for that failure is limited to, at our option, to the resupply of the services or the payment of the cost of resupply.

    6. Subject to the other terms of this clause, we exclude any liability owed to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms, including any loss of income, profits, loss of sales or business, loss of production, loss of agreements, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill or reputation or loss of use or corruption of data or information.

1. 7. Without limiting any of the above you acknowledge and accept all of the terms contained in our Disclaimer and Waiver.

1. 1. This clause applies to the fullest extent permitted by Law and shall survive termination of these Terms.

2. YOUR INDEMNITY

   1. You agree to indemnify us and our officers, agents, partners, directors, shareholders and employees and subcontractors, against any direct losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with:

1. your use of the App, any services provided by the App and any information provided by our representatives via the chatbot feature on the App;

2. any claim made against us or you by a 3^rd party arising out of or in connection with use of the App and/or these Terms;

3. any breach of these Terms by you, including any failure to pay any fees;

4. any conduct taken by you constituting intellectual property infringement of UAH’s IP or any copying, reproduction, circulation, distribution or publication of UAH’s IP being contrary to Law;

5. any reliance by you or a 3^rd party on any information or exercises provided by the App or any advice or information provided by our representatives via the chatbot feature on the App or services and/or these Terms; and

6. the enforcement of these Terms.

1. 1. You must make payments under this clause in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by Law.

   2. We are not responsible, and expressly limit our liability to the extent permitted by Law, which is without limitation to your rights under the Australian Consumer Law, for damages of any kind arising out of use, reference to, or reliance on or use of the App or any services provided by or information contained within the App.

   3. This clause survives the termination of this agreement.

2. NO DISPARAGEMENT

   1. At all times, you must not make any public or private statement or comment, whether oral or in writing, which in our reasonable opinion is adverse to the interest, reputation or commercial standing of or is in any respect a disparaging remark or representation about us and/or any of our services nor any statement that is false and does or has the tendency to damage our reputation of by any method including but not limited to any social media platform or review website anywhere in the world.

   2. Should you breach this clause, you hereby indemnify us in accordance with clause 14 above.

3. FORCE MAJEURE

   1. We will not be in breach of these Terms or liable to you for any Loss that you may incur as a direct result of any temporary unavailability of the App or our failing to perform our obligations or being prevented, hindered or delayed in performing our obligations under these Terms where such prevention, hindrance or delay results from a Force Majeure Event.

1. 1. If a Force Majeure Event occurs, we will notify the you (Non-affected Party) in writing as soon as practicable and that notice must state the particulars of the Force Majeure Event and the anticipated delay.

   2. On providing the notice in the above clause, we will have the time for performance of the affected obligations extended for a period equivalent to the period during which performance has been delayed, hindered or prevented, however, we will continue to use all reasonable endeavours to perform those obligations.

   3. The performance of the affected obligations will be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.

   4. References to a Force Majeure Event in this clause means: events, circumstances or causes beyond a party’s reasonable control including (but not limited to):

1. strikes, lock-outs or other industrial action;

2. civil commotion, riot, invasion, cyber-attack, service attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

3. fire, explosion, storm, flood, earthquake, subsidence or other natural disaster;

4. epidemic, pandemic, health emergencies, disease;

5. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

6. interruption or failure of utility Services (including the inability to use public, private telecommunications networks, servers or 3^rd party hosting platforms); and

7. the acts, decrees, legislation, regulations or restrictions of any Government Agency;

however does not include a lack of funds.

1. 1. References to Loss in this clause means: any loss, liability, cost, charge, expense, Tax, Duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

2. LINKED WEBSITES, AFFILIATES OR SPONSORS

   1. Any links to other websites on the App, which are not operated by us are not controlled by us and we accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of any linked sites will be subject to the terms of use and service contained within each such site.

   2. As affiliates of certain services we may also receive compensation for recommending, endorsing or promoting services as featured on the App or in the course of delivering our services. Any affiliation or sponsorship is for remuneration purposes only and is not an expression of our own recommendation, endorsement or promotion of those services which are not our own.

   3. We make no representation or warranty as to the recommendations, endorsements or promotions we make of certain services, unless expressly stated otherwise. You acknowledge and agree that any remuneration or other non-monetary benefit we receive from our affiliated, endorsed or sponsored services is for the purposes of that affiliation, endorsement and sponsorship only. We expressly disclaim any liability arising from your use or reliance of any recommended, endorsed or promoted services by us which are not our own and caution you to make your own independent inquiry prior to any such use or purchase.

3. SEVERABILITY

   1. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

4. NO ASSIGNMENT

   1. You cannot transfer or assign your rights in accordance with these Terms, including any membership or registration with us, without our prior written consent.

   2. We may assign or transfer our rights and obligations under these Terms at any time, upon prior written notice to you of at least 4 calendar weeks.

5. SUB-CONTRACTING

   1. We are free to sub-contract any of our obligations under these Terms, but such sub-contracting will not release us from our liabilities under these Terms.

6. ENTIRE AGREEMENT

   1. These Terms, the Disclaimers and Waiters and our policies contain the entire understanding and agreement between the parties as to the subject matter of these Terms.

1. 2. All previous, understandings, representations, warranties, memoranda or commitments about the App are merged in these Terms and are of no further effect.

1. 1. No oral explanation or information provided by a party to another affects the meaning or interpretation of these Terms or constitutes any collateral agreement, warranty or understanding.

2. NO ADVERSE CONSTRUCTION

   1. The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.

3. BINDING ON SUCCESSORS

   1. These Terms shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.

24. DISPUTE RESOLUTION

    1. If a dispute arises between the parties in relation to these Terms, the dispute must be dealt with in accordance with this clause.

    2. Any party claiming that a dispute exists must notify the other party to the dispute (Second Party) in writing of the nature of the dispute.

    3. In the case of claims against us, all notices are to be provided to theapp@universalpractice.com.au.

    4. If the dispute is not resolved by agreement within 10 business days of the Second Party receiving the notice referred to above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further 10 business days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited.

    5. Once a mediator is appointed, the parties agree that:

       1. The costs of the mediator shall be borne equally between the disputing parties.

       2. The chosen mediator shall determine the procedures for mediation.

       3. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.

    6. If the parties have not mediated a resolution of the dispute within 10 business days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it considers fit in relation to the dispute.

    7. Nothing in this clause prevents a party from commencing proceedings seeking urgent interlocutory relief from a court of competent jurisdiction to hear the matter, if, in that party’s reasonable opinion, it is necessary to protect their rights.

    8. Despite the existence of a dispute the parties must continue to comply with their obligations under the contract.

    9. This clause survives termination of these Terms.

25. APPLICABLE LAW

    1. These Terms shall be construed in accordance with and governed by the laws of Victoria, Australia. You consent to the exclusive jurisdiction of the courts in Victoria to determine any matter or dispute which arises between us.

26. YOUR FEEDBACK

    1. We welcome enquiries or feedback on the App. Unless specifically stated by you, we shall treat any information you provide us with, as non-proprietary and non-confidential. Please see our Privacy Policy for further details.

    2. If you have questions or comments regarding the App or our services, please email us at theapp@universalpractice.com.au. © Progressive Legal Pty Ltd – All legal rights reserved (2021). These Terms were last updated in May 2021.