TERMS & CONDITIONS

1. ABOUT

(1) These terms govern the use of www.proforcewealth.com.au & www.members.proforcewealth.com.au  (“Our Sites”).

(2) Our Sites are owned and operated by ProForce Wealth Management Pty Ltd (ACN 633 240 641) (“ProForce”) and our registered office address is Level 14, 100 Walker Street North Sydney NSW 2060.

(3) ProForce grants licenses to individuals (our “Subscribers”) to access online educational and training modules (“Training Modules”) for financial education and other coaching services (our “Coaching Services”). Together these are known as our “Subscriptions Services”.

(4) These Terms, along with our ‘Privacy Policy’, which form a part of these Terms, govern Subscriber’s use of Our Sites and our Subscription Services.

(5) Please read our Terms and Privacy Policy carefully before using Our Sites and accessing our Subscription Services because these Terms and Privacy Policy create a binding contract between ProForce and Subscribers.

(6) If you are entering these Terms on behalf of a legal entity, you represent that you have the authority to bind the entity to these Terms. If you do not have such authority, you must not accept these Terms and must not use our Subscription Services.

(7) Any reference herein to “we”, “our”, “us” or “ProForce” means ProForce Wealth Management Pty Ltd (ACN 633 240 641). Any reference to “you”, “your” or “Subscriber” means you as a party to this agreement and a User of our Subscription Services.

 

(8) We may update these Terms from time to time without notice. Any changes to these Terms will be effective from the date published on our Site.

 

2. SUBSCRIBERSHIP REGISTRATION AND ACCEPTANCE OF TERMS

  • (1) To obtain access to the Subscription Services on our Site, Subscriber must sign up for a user account (“Subscriber Account”).

    (2) By signing up for a Subscriber Account, Subscriber will be required to accept the Terms by clicking “I accept” in the user interface as a condition of joining as a Subscriber.

    (3) As part of the registration process for our Subscription Services, Subscriber must provide current, complete, and accurate identification, and other information required during the registration process including but not limited to:

    (a) name;

    (b) address;

    (c) phone number;

    (d) a valid email address.

    (e) other information as applicable to set up and administer Subscriber Account to access the Subscription Services (“Subscriber Data”).

    This information will be used to create the Subscriber a username and password (“Login Details”) for access to Our Sites.

    By visiting, registering for, or using Our Sites, the Subscriber agrees that ProForce may send direct communications to the email addresses and devices that Subscriber makes available.

    (4) If Subscriber Data changes, Subscriber must promptly update Subscriber Account to reflect those changes.

    (5) As a Subscriber of the Site, Subscriber agrees that:

    (a) a Subscriber Account is personal to Subscriber and will only be used for domestic or private use;

    (b) Subscriber shall be responsible for all users (“Users”) that access the Subscription Services;

    (c) Subscriber is solely responsible for maintaining the confidentiality of Subscriber Account and the secrecy of the Login Details;

    (d) Subscriber must not authorise or permit anyone else to access Subscriber Account by using the Login Details;

    (e) if Subscriber Account has been compromised in any way, Subscriber must contact ProForce immediately;

    (f) Subscriber’s access to and use of the Site is non-transferable except as permitted by these Terms;

    (g) Subscriber will use the Site only for the purposes permitted by these Terms; and

    (h) Subscriber will abide by any applicable law, regulation or generally accepted practices or guidelines related to the Subscription Services in the relevant jurisdictions.

    (6) Subscriber warrants that:

    (a) Subscriber is legally capable of entering into contracts; and

    (b) if Subscriber is using our Subscription Services on behalf of another person or legal entity that has joined as a Subscriber (e.g., as an employee) that Subscriber is authorised to access our Site and that all relevant consents have been obtained to use our Subscription Services

    (7) ProForce reserves the right to deny anyone access to a Subscriber Account at any time for breach or suspected breach of these Terms. 

3. NO RELIANCE ON INFORMATION

(1) The content on Our Sites is provided as either factual information or general financial advice only and is made available to you for your personal, non-commercial use. Proforce is a Corporate Authorised Representative of Synchron AFS License No. 243313. Our subscription services do not constitute personal financial, or product advice and we recommend that you obtain your own professional advice before making any decision in relation to your individual circumstances. Please read our Financial Services Guide here.

(2) Links to third party sites on Our Sites are provided solely for users’ convenience. Clicking on these links will cause users to leave Our Sites. Unless we say otherwise in relation to a third-party link, we have not reviewed any third-party sites and we do not control and are not therefore responsible for these sites or their content or availability, nor do we endorse them or make any representations about them. Users accessing third party sites via these links do so at their own risk and we accept no responsibility for them.

(3) We may also receive Personal Information from third parties in connection with the supply of our Subscription Services. If we do, we will protect your Personal Information in accordance with this Privacy Policy.

(4) All information provided by us on this Site pursuant to these Terms is provided in good faith. You accept that any information provided by us is general information only.

(5)  We do not warrant that Subscription Services descriptions or other content of this Site is accurate, complete, reliable, current, or error-free. To the full extent permitted by law, we exclude all representations, warranties, or terms (whether express or implied) other than those expressly set out in these Terms.

 

(6) In addition, we do not make any representations or warranties that the information we provide is reliable, accurate or complete or that your access to that information will be uninterrupted, timely or secure. We are not liable for any loss resulting from any action taken or reliance made by you on any information or material provided by us. You should make your own inquiries and seek independent advice from relevant industry professionals before acting or relying on any information or material which is made available to you pursuant to our information service

4. INTELLECTUAL PROPERTY

  • (1) In these Terms:
    •  “Intellectual Property (Rights)” means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, circuit layouts, domain names, know-how and other rights of a similar nature worldwide, whether reg
    •  Works” means any material made available on the Site and included our Subscription Services, including (without limitation) written texts, documents, articles, news, newsletters, posts, commentaries, surveys, data, photographs, pictures, graphic works, video, or images.  
  • (2) Subscriber acknowledge that ownership of the Intellectual Property Rights relating to the Site or our Subscription Services is the property of, licensed by or vest on creation in ProForce.
  • (3) The Works on the Site or generated by or related to any of our Subscription Services (“Copyright Material”) are subject to copyright and owned by the copyright owner. The Copyright Material on the Site is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Copyright Material and compilation of the Site (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by us. Data procured from a third party may be the subject of copyright owned by that third party.
  • (4) The Site and the Copyright Material or any part of it (including, without limitation, any content or images) may not be copied, reproduced, adapted, publicly displayed, duplicated, translated or distributed in any way (including mirroring) to any other device, server, site or other medium for publication or distribution, without our express prior written consent. Subscribers shall take due care to protect the Intellectual Property Rights licensed via our Subscription Services from unauthorised use, copying, reproduction, lending, reselling, manipulation, disassembly, distribution or publication. 
  •  (5) All Intellectual Property including any trade marks, service marks, trade names and any other proprietary designations are owned, registered or licensed by us. Any other trade marks, service marks, logos, trade names and any other proprietary designations are the trade marks or property of the respective parties. ProForce” and all associated trade marks on the Site are our trade marks or any related entities. Subscriber must not use our trade marks.
  • (6) The obligations accepted by Subscribers under this clause survive termination or expiry of these Terms.

5. SUBSCRIBERSHIP TERMINATION

  • (1) These Terms will continue to apply until terminated by either the Subscriber or by us as set out below. 

    (2) Subscriber may terminate the Subscription by contacting Proforce at support@proforce.com.au and requesting termination of Subscription Services

    (3) ProForce may terminate these Terms without notice to Subscriber if:

    (a) Subscriber has breached any provision of the Terms; 

    (b) ProForce believes that Subscriber is making unauthorised or improper use of the Subscription Services; 

    (c) ProForce is required to do so by law; 

    (d) without cause or notice if the provision of the Subscription Services to Subscriber by ProForce is, in the opinion of ProForce, no longer commercially viable. 

    (4) ProForce reserves the right to discontinue Subscriber Account at any time and may suspend or deny, in our sole discretion, Subscriber’s access to all or any portion of the Subscription Services without notice if Subscriber’s conduct impacts our name or reputation or violates the rights of any other party. 

6. WARRANTIES AND REPRESENTATIONS

  • (1) No warranty of any kind whether express or implied is made in relation to the accuracy of the Training Modules or any content on Our Sites.

    (2) ProForce does not warrant the products or services of any third-party providers (for example, website hosting, data security, website uptime).These small files contain information about your browsing activity. Cookies are also used to identify you when you come back to the Site and store details about your use of the Site. They are widely used to make websites work more efficiently, to improve user experience and also to provide information to website operators.

    (3) ProForce does not warrant that the Subscription Services will be performed error-free, uninterrupted or free of bugs or viruses. 

    (4) It is Subscriber’s sole responsibility to determine that the Subscription Services or any part of these meet the needs of Subscriber or are otherwise suitable for the purpose for which they are used. 

    (5) ProForce excludes from these Terms all other warranties, conditions and terms implied by law except for any, the exclusion of which would contravene any law. 

    (6) Subscriber represents and warrants that Subscriber:

    (a) is legally permitted to use and access the Subscription Services; 

    (b) takes full responsibility for the selection and use of and Users access to the Subscription Services; 

    (c) is solely responsible for the accuracy of the Subscriber Data that Subscriber submits in relation to the supply of the Subscription Services;

    (d) agrees that ProForce does not control, verify, or endorse the Subscriber Data; 

    (e) is solely responsible for creating backups of Subscriber Data; and

    (f) in relation to Subscriber Data, that Subscriber owns it or is licensed to use the Intellectual Property Rights in it and that the use of the Subscriber Data will not result in the infringement of any of the proprietary rights of third parties.

    (7) Subscriber warrants that the Subscriber Data is not in contravention of any legislation or any advertising or marketing laws or any other third-party rights. 

    (8) This clause survives the termination or expiry of these Terms for whatever reason.

7. GENERAL DISCLAIMER

  • (1) You acknowledge that ProForce does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Subscription Services or Training Modules other than pursuant to these Terms. 

    (2) Nothing in these Terms limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded. 

    (3) Subject to this clause, and to the extent permitted by law:

    (a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and 

    (b) ProForce will not be liable for any direct, indirect, special or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Subscription Services or these Terms (including as a result of not being able to use the Subscription Services or the late supply of the Subscription Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

    (4) Use of the Site and the Subscription Services is at Subscriber’s own risk. Everything on the Site and the Subscription Services is provided to Subscriber on an “as is” and “as available” basis, without warranty or condition of any kind, except as otherwise expressly provided in these Terms. 

    (5) None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of ProForce (including any third-party providers) make any express or implied representation or warranty about the Subscription Services. This includes (but is not restricted to) loss or damage Subscriber might suffer because of any of the following:

    (a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records. 

    (b) the accuracy, suitability or currency of any information on the Site, the Subscription Services, or any of the Training Modules (including third party material and advertisements on the Site); 

    (c) costs incurred because of Subscriber using the Site, the Subscription Services; 

    (d) the Training Modules or operation in respect to Site links which are provided for the Subscriber’s convenience; 

    (e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Site; or 

    (f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct. 

8. LIMITATION OF LIABILILITY

  • (1) To the extent permissible at law, ProForce is not liable for any direct, indirect, punitive, incidental, special, consequential damages including without limitation any claims, losses, liability, loss of data, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide any products or services under these Terms. 

    (2) Except as provided in these Terms, ProForce exclude all representations and warranties relating to the subject matter of these Terms, our Site and the supply of our Subscription Services. 

    (3) ProForce’s Subscription Services are provided “as is” and specific results cannot be guaranteed. It is Subscriber sole responsibility to determine that the Subscription Services or any part of these meet Subscriber’s needs or are otherwise suitable for the purposes for which they are used.

    (4) These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible ProForce limits its liability as follows, at our option:

    (a) for any claims relating to these Terms, to the fees payable under this agreement (if applicable) for the preceding one (1) month;

    (b) in the case of products including any digital products (a) the replacement of the products or the supply of equivalent products; (b) the repair of the products; (c) the payment of the cost of replacing the products or of acquiring equivalent products; or (d) the payment of having the products repaired; or 

    (c) in the case of services, the supply of the services again or the payment of the cost of having the services supplied again. 

    This limitation applies to any supply under or related to these Terms including the supply of the Subscription Services and covers loss of Data, any viruses or other disabling features that affect Subscriber access to or use of our Subscription Services, incompatibility between our Subscription Services and Subscriber hardware or software, delays or failures Subscriber may have in using the Subscription Services including any connections or transmissions that fail or are not completed in an accurate or timely manner.

    (5) This clause survives the termination or expiry of this agreement for whatever reason.

9. INDEMNITY

  • (1) Subscriber agrees to defend, indemnify and hold ProForce, our affiliates, employees, agents, contributors, third party content providers and licensors harmless from and against all actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including legal fees on a full indemnity basis) brought against or sustained by ProForce, which is directly or indirectly caused by Subscriber’s breach of these Terms. 

    (2) Except as required by law, ProForce will not be liable for any claim, loss or liability for personal injury, death or damage to Subscriber or its property however it may be caused. 

    (3) ProForce reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Subscriber, and in such case, Subscriber agree to cooperate with our defence of such claim. 

    (4) In no event will ProForce be liable to Subscriber for any indirect, incidental or consequential damages including, without limitation, direct, indirect, special, punitive, or exemplary damages.

10. DISPUTES

  • (1) Compulsory process. A Party shall not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has complied with this clause. 

    (2) Notification. A Party claiming that a Dispute has arisen shall notify each other party to the Dispute giving details of the Dispute. 

    (3) Initial period – efforts to resolve Dispute. During the 30-day period after a notice is given (or longer period agreed in writing by the Parties to the Dispute) (Initial Period) each Party to the Dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the Dispute. 

    (4) Mediation. If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute shall be referred for mediation, at the request of any Disputant, to:

    (a) a mediator agreed on by the Disputants; or 

    (b) if the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, then the Parties must submit the dispute for mediation through the Chair of Resolution Institute (ACN 008 651 232) or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation.

    (5) Role of mediator. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing. 

    (6) Information. Any information or documentation disclosed by a Disputant under this clause shall be kept confidential and may not be used except to attempt to resolve the Dispute. 

    (7) Costs of mediation. Each Disputant shall pay its own costs of complying with this clause. The Disputants shall pay equally the costs of any mediator engaged. 

    (8) Location, timing, and attendance. The mediation will be held in Sydney, Australia, within 30 days after expiry of the Initial Period. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation each Disputant may be represented by one or more legal representative. 

    (9) Failure to resolve. If the dispute fails to resolve at mediation or if one of the Disputants fails or refuses to attend the mediation, the mediator will be requested to inform each Disputant in writing that the mediation has been terminated without resolution (Mediation Termination Notice). Upon receipt of Mediation Termination Notice, the dispute resolution process will be terminated. A party to a dispute will only be entitled to pursue other remedies available to it at law or otherwise, after receipt of Mediation Termination Notice. 

    (10) Confidentiality. All communications concerning negotiations made by the Disputants arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.

11. NO WAIVER

Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision

12. ASSIGNMENT

(1) Subscriber agree that ProForce may assign, transfer, sub-licence or otherwise deal with our rights and/or obligations under these Terms. 

(2) Subscriber may not without our prior written consent assign, transfer, sub-licence or otherwise deal with any of Subscriber rights and obligations under these Terms. 

13. SEVERABILITY

If any part of provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part of the provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

14. LAW AND JURISDICTION

  • (1) The Terms and information on this Site are governed by and construed in accordance with the laws of the State of New South Wales, Australia. Subscriber submit to the non-exclusive jurisdiction of the Courts of New South Wales and Courts of Appeal from them for determining any dispute concerning these Terms. 

    (2) If any provision of these Terms is found to be invalid or unenforceable by a Court of Law, such invalidity or unenforceability will not affect the remainder of the Terms which will continue in full force and effect. 

15. FORCE MAJEURE

  • (1)   Notwithstanding any other provision of these Terms, ProForce need not act if it is impossible to act due to force majeure, meaning any cause beyond our control.

  • (2)   The Subscriber agree that ProForce have no responsibility or liability for any loss or expense suffered or incurred by Subscriber because of not acting for so long as the force majeure continues. 

16. HOW TO CONTACT US

  • (1) ProForce encourage Subscribers to provide feedback, reviews, comments and suggestions for improvements to Our Sites and our Subscription Services (“Feedback“). Subscriber may submit Feedback by emailing us at support@proforce.net.au.

    (2) Subscriber authorise us to use Feedback for the purpose of promoting and marketing our services by consenting to us displaying Subscriber client name as follows:

    o    (a) on our portfolio list;

    o    (b) on our Site, our partner websites and in media releases;

    o    (c) by making representations of our work in the Subscription Services in any media publicity for news, review and on social media. (“Marketing”)

    o    (3) Subscriber grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under all intellectual property rights that Subscriber own or control to use, copy, modify, publish, display, create derivative works based upon and otherwise use the Feedback and Marketing for any purpose, including (but not limited to) media publicity and advertising, promotional and review purposes.

     

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