Terms & Conditions

These Terms and Conditions are incorporated into any contract between OUR PILATES PTY LTD ACN 653 944 873 of Suite 1 119-125 Ocean Beach Road, SORRENTO, VIC 3943 ("OUR PILATES", “we”, “us”, “our”) and you (being the party named in the Membership subscription form) for the provision of pre-recorded and live online Pilates classes by OUR PILATES to you.
IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1    Definitions

In these Terms and Conditions, unless the context otherwise requires:

(a)  "Confidential Information" means all confidential information belonging to a party in whatever form, including financial information, forms, specifications, processes, customer lists, sales processes, business dealings, marketing information, plans, statements, trade secrets, drawings and data (and copies and extracts made of or from that information and data) concerning the operations and dealings of the party or its business;

(b)  “Content” means the online Pilates classes, recordings, videos, and any/other content provided by OUR PILATES to you.

(c)  "Fees" means the fees payable by you to OUR PILATES:

(i)       For a membership subscription

(d)  “GST” means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(e)  “Intellectual Property” means all present and future intellectual and industrial property rights (whether registered or not and whether or not capable of registration) in the Content held by the Licensor at Registration, including but not limited to all copyright, patents, designs, trade names, trade marks, formulas, know-how, methods, processes, programs, prototypes, websites, systems, technique and content provided via website, Instagram, Facebook and any other social media;

(f)   “Limited Purpose” means the logging, scoring and reporting on media coverage;

(g)  “Personal Information” means information or an opinion about an identified individual, or about an individual who is reasonably identifiable,whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not;

(h)  “Registration” means the date you registered to use the Subscription via www.ourpilates.com.au;

(i)   “Subscription” has the meaning in clause 3.1;

(j)   “Subscription Fee” means the fee stated at the time of Registration;

(k)  “Subscription Term” means the set period of a Subscription as selected by you at the time you subscribe.

(l)   “Terms and Conditions” means these terms and conditions; and

(m) “Website” means www.ourpilates.com.au;

1.2    Interpretation

In these Terms and Conditions, unless the context otherwise requires:

(a)  a word denoting the singular includes the plural and vice versa;

(b)  a word denoting an individual or person includes a corporation, firm, authority, government body and vice versa;

(c)  a word denoting one gender includes all genders;

(d)  a reference to a thing is a reference to the whole or any part of it, and a reference to a group of things is a reference to any one or more of them;

(e)  all references to "$" and "dollars" are to the lawful currency of Australia;

(f)   specifying anything after the words "including", "includes" or "for example" or similar expressions does not limit what else is included unless there is express wording to the contrary; and a

(g)  headings are for convenience of reference only and do not affect interpretation.

2.   TERM OF AGREEMENT

2.1 These Terms and Conditions commence on Registration and continue until terminated in accordance with these Terms and Conditions (Term).

2.2 By continuing to use the Subscription and Intellectual Property, you agree to be bound by these Terms and Conditions.

3.   SUBSCRIPTION

3.1 In consideration of the Subscription Fee payable pursuant to clause 4, OUR PILATES grants you a limited, non-exclusive, non-assignable licence to use the Subscription  for the Term for the Limited Purpose and otherwise in accordance with these Terms and Conditions (Subscription).

3.2 OUR PILATES may offer Subscription plans to you to access new classes as and when they arise.

3.3 If you sign up for the Subscription, payment shall be in accordance with Clause 4.

4.   FEES AND PAYMENT

4.1 In consideration of the provision of the Subscription, you shall pay the Subscription Fee to OUR PILATES in accordance with this clause 4.

4.2 Payment of the Subscription Fee shall be paid monthly in advance via direct debit from your nominated account provided at the time of Registration.

4.3 OUR PILATES may increase or vary Subscription Fees payable for the Subscription on thirty (30) days’ written notice to you. You may terminate this Agreement by giving us written notice within thirty (30) days of receiving notice of a Subscription Fee variation, but in the absence of notification from you, you will be taken to have agreed to the variation in Subscription Fees.

4.4 If we suspend or terminate all or any part of your Subscription;

(a)  all amounts owing by you to OUR PILATES shall, whether or not due for payment, become immediately payable; and

(b)  OUR PILATES will not be liable to you for any loss or damage you suffer because OUR PILATES has exercised its rights under that clause.

5.   CANCELLATION BY YOU

5.1 Your Subscription will automatically renew monthly unless cancelled in accordance with clause 5.2.

5.2 You may cancel your Subscription by providing written notice to OUR PILATES by email to: hello@ourpilates.com.au

6.   CONFIDENTIALITY

6.1 Each party who receives Confidential Information (the Recipient) agrees with the other party (the Owner):

(a)  to use the Confidential Information only for the purposes of these Terms and Conditions; and

(b)  to keep that Confidential Information confidential and not disclose it or allow it to be disclosed to any third party except:

(i)   with the consent of the Owner; or

(ii)  to officers, employees and consultants or advisers of the Recipient and of the Recipient’s related bodies corporate who have a need to know (and only to the extent that each has a need to know) and are aware that the Confidential Information must be kept confidential, and the Parties must take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential Information.

6.2 The obligations of confidentiality under these Terms and Conditions do not extend to information that (whether before or after these Terms and Conditions is executed):

(a)  is disclosed to a Recipient under or in relation to these Terms and Conditions, but at the time of disclosure is rightfully known to or in the possession or control of the Recipient and not subject to an obligation of confidentiality on the Recipient;

(b)  is public knowledge (otherwise than as a result of a breach of these Terms and Conditions); or

(c)  is required by law to be disclosed and the Recipient required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure and to limit, as far as reasonably possible, the extent of the disclosure.

6.3 Upon termination or expiration of these Terms and Conditions, each party must:

(a)  continue to keep confidential all Confidential Information of each other party; and

(b)  at each Owner’s option, return to that Owner or destroy and certify the destruction of that Owner’s Confidential Information.

7.   INTELLECTUAL PROPERTY

7.1 Ownership and title to the Content and the Intellectual Property shall at all times remain with OUR PILATES and nothing in this agreement shall be construed as an implied or express transfer of such ownership to you or any other party.

7.2 Subject to payment of the Fees, all Developed Material will upon creation, vest in you and will be the property of you.

7.3 During the Term, you may use the Content for the Limited Purpose only.

7.4 During the Term, you must:

(a)  only use the Content and Intellectual Property as expressly authorised by OUR PILATES under these Terms and Conditions;

(b)  not permit use of the Content and Intellectual Property by anyone else other than you;

(c)  take all reasonable steps to protect the Content and Intellectual Property at all times from unauthorised access, use or damage;

(d)  not copy the Content and Intellectual Property;

(e)  not reproduce and/or sell the Content;

(f)   not modify the Content and Intellectual Property;

(g)  not reverse assemble or reverse compile the Content;

(h)  not do anything which may prejudice OUR PILATES ‘ownership of the Content and Intellectual Property;

(i)   immediately notify OUR PILATES on becoming aware of any unauthorised use or copying of the Content and Intellectual Property;

(j)   immediately return the Content and Intellectual Property to OUR PILATES on demand or when the Subscription and these Terms and Conditions end (whichever is earlier); and

7.5    You acknowledge and agree that you are responsible for and will bear any and all risks and costs associated with, and that OUR PILATES makes no guarantee in the success or failure as to the outcome of the Content to you.

8.   DEFAULT AND TERMINATION

8.1    You shall be in default under these Terms and Conditions if any of the following occurs:

(a)  You fail to pay the Subscription Fees or other monies owing to us as they fall due;

(b)  You become insolvent or are party to any voluntary bankruptcy or receivership proceeding, make an assignment for a creditor, or there is any similar action that affects your affairs or property;

(c)  You are the subject of a petition or involuntary bankruptcy and such petition is not removed within ninety (90) days; or

(d)  You otherwise fail to materially perform or comply with these Terms and Conditions.

8.2    You may terminate your Subscription prior to the expiration of the Subscription immediately by notice in writing if:

(a)  OUR PILATES becomes insolvent or unable to pay OUR PILATES’ debts or otherwise become involved in any action or process associated with insolvency such as external administration (including a voluntary process); or

(b)  OUR PILATES commits a material breach of these Terms and Conditions and fails to remedy the breach within fourteen (14) days of receiving written notice from you identifying said breach; or

(c)  You provide us with notice in writing, within fourteen (14) days of receiving notice from us that OUR PILATES has materially varied these Terms and Conditions and you can reasonably demonstrate that the variation would have a material adverse impact on you.

8.3    In addition to OUR PILATES’ right to terminate your subscription under clause 4.6, OUR PILATES may suspend or terminate immediately by notice in writing if:

(a)  You die, become bankrupt or insolvent or an unable to pay your debts or otherwise become involved in any action or process associated with insolvency such as external administration (including a voluntary process); or

(b)   If you fail to pay any Fees or other monies owing to us as they fall due; or

(c)  You otherwise commit a material breach of these Terms and Conditions and fail to remedy the breach within fourteen (14) days of receiving written notice from OUR PILATES identifying said breach.

9.   DISPUTE RESOLUTION

9.1    If a dispute arises in any way out of these Terms and Conditions, or its breach, termination or validity or the Services the subject of these Terms and Conditions, the parties agree to endeavour to settle the dispute by mediation before having recourse to litigation, other than for disputes involving the payment for the Content by you. Any costs incurred in relation to the mediation of a dispute are to be shared equally between the parties. Nothing in these Terms and Conditions prevents either party from seeking urgent interlocutory intervention.

10. DATA AND PRIVACY

10.1  OUR PILATES is bound by the Privacy Act 1988 (Cth). All Personal Information obtained in connection with you will be appropriately collected, stored, used, disclosed, transferred and destroyed in accordance with the National Privacy Principles ("NPP"). OUR PILATES’ Privacy Policy which can be found here www.ourpilates.com.au; forms part of these Terms.

11. NATURE OF AGREEMENT

Nothing in these Terms and Conditions are intended or will be construed as constituting a relationship of agent and principal, employer and employee, joint venture or partnership alliance between the parties.

12. MISCELLANEOUS

12.1  Entire Agreement

These terms and the schedules and annexures attached hereto constitute the entire agreement between the parties and supersedes all previous agreements and understandings, whether verbal or in writing.

12.2  Variation

The Agreement or any part of it may be varied, modified, amended or added to only in writing executed by the parties.

12.3  Waiver

No provision of these Terms and Conditions shall be deemed to be waived except by express written consent executed by the party which is claimed to have waived the relevant provision.

12.4  Assignment

(a)  These Terms shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

(b)  OUR PILATES may assign its rights and obligations under these Terms and Conditions at any time without prior notice to you.

(c)  You may not assign your rights and obligations under these Terms and Conditions without the prior written consent of OUR PILATES.

12.5  Severability

If a provision or part of a provision of these Terms and Conditions are held invalid, unenforceable or illegal for any reason, then such provision or part, as the case may be, shall be deemed to be severed from these Terms and Conditions and these Terms and Conditions shall otherwise remain in full force.

12.6  Jurisdiction and Governing Law

(a)  The law of the State of Victoria, Australia governs these Terms and Conditions.

(b)  The parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and of the Commonwealth of Australia.

12.7  Non-merger

A provision of these Terms and Conditions which can, and is intended to, operate after these Terms and Conditions terminate or expire remains effective after termination or expiry.

12.8 Survey: Survey closes on 16th Jan 2023 at midnight. To enter the prize draw, you must be a current or previous subscriber to Our Pilates and complete the entire survey. The winner will be contacted via email on the 17th of Jan 2023. The winner will receive a $250 Style Runner voucher. Voucher cannot be redeemed for cash.

12.9 BDAY Sale: 50% off quarterly memberships only. Offer begins Thursday, 23.3.23, 7 am and will be live for 72 hours unless stated otherwise. The 50% off offer is valid for the first invoice only, and you will be charged the normal quarterly price of $98 if you choose to have an ongoing membership after your first 3 months is complete. If you cancel within the 3-month period, you will not be charged after this. Available to all new subscribers and existing monthly subscribers only. New subscribers use the code BDAY sale in the coupon area, and existing monthly subscribers need to email: hello@ourpilates.com.au to upgrade their membership.