Shichida Australia Pty Ltd (SAPL)
Terms and Conditions
1. OUR DISCLOSURES
Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:
- you allow us to direct debit the Price until you terminate this Agreement;
- this Agreement will automatically renew unless you provide us with prior notice that you wish to terminate this Agreement;
- your failure to pay the Price per the Payment Terms may result in us refusing to commence the provision of the Services until we receive payment;
- we may set off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise);
- subject to your Consumer Law Rights, you have not relied on any representations or warranties made by us before entering this Agreement that is not included in this Agreement;
- we may amend the Services and Price by providing you with written If you do not agree to this, you may terminate the Agreement;
- you may be required to pay our costs if you fail to comply with certain terms in the Agreement (e.g. we incur costs as a result of the termination of this Agreement);
- subject to your Consumer Law Rights, we will not refund any amounts paid by you;
- subject to your Consumer Law Rights, our Liability for the provision of the Services will be limited to, at our discretion the resupply of the Services or the repayment of the Price paid by you to us.
This Agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
2.1 This Agreement is between Shichida Australia Pty Ltd (ABN 96 805 953 043), (we, us or our) and you, together the Parties and each a Party. This Agreement forms the entire agreement under which we will provide the Services to you.
2.2 We provide early learning classes based on the Shichida method.
2.3 In this Agreement, you mean (as applicable) the person or entity registering your child for our Services.
2.4 You accept this Agreement by checking the box, clicking “I accept”, registering for the Services via our website, and instructing us (whether orally or in writing) to proceed with the Services or making part or full payment of the Price.
2.5 This Agreement will commence on the date it is accepted in accordance with clause 4 and will continue for the Waitlist Period (if any) and for the duration of the applicable School Term (Initial Term). On the expiry of the Initial Term, the Agreement will be automatically renewed for subsequent School Terms (each a Renewal Term), unless either Party provides written notice before the end of the Initial Term or the end of the Renewal Term (as applicable) that it does not wish to renew the Agreement.
2.6 Siblings under 2 years of age are permitted to attend the class providing there is minimal disruption to the class, Instructors reserve the right to request parents remove siblings if a disruption occurs. Siblings above 2 years old or multiple siblings are not allowed to attend class.
3.1 If we cannot offer you a placement in a class on your desired day or time, we may, at our sole discretion, offer to place you on our waitlist (Waitlist). If you have been placed on our Waitlist, this clause 3 will apply for the duration of the Waitlist Period.
3.2 To join our Waitlist, you must pay the Life Membership fee as set out on our Site, and as amended from time to time via direct debit.
3.3 The Waitlist operates on a first-come, first-serve basis. When you are at the top of the Waitlist, if placement becomes available in your chosen class, we will contact you (Waitlist Offer). We may contact you via phone or email, and you acknowledge and agree that it is your responsibility to ensure that the contact details we have on file for you are up to date. If we are unable to reach you, it is your responsibility to return our contact attempts and accept or reject our Waitlist Offer.
3.4 If you do not respond to a Waitlist Offer within 72 hours, your placement will be released and offered to the next person on the waitlist.
3.5 If you do not accept our Waitlist Offer on two (2) separate occasions, we reserve the right to remove you from the Waitlist and not extend further Waitlist Offers to you.
3.6 On your acceptance of a Waitlist Offer we will:
- we charge your program fee in accordance with clauses 5; and
- commence provision of the Services to you in accordance with this Agreement.
3.7 You acknowledge and agree that a place on our Waitlist does not guarantee you a placement in your desired class.
3.8 If you are removed from our Waitlist for any reason (whether at our discretion or your request), you may request a refund of your Life Membership fee in accordance with the clause Cancellation Fee may be deducted from any refund provided.
3.9 If you are removed from the Waitlist for any reason (whether at our discretion or your request), this Agreement will automatically terminate, unless you have accepted a Waitlist Offer.
4.1 In consideration of your payment of the Price, we agree to provide you with the Services in accordance with this Agreement, whether ourselves or through our Personnel.
4.2 We will not be responsible for any Services unless expressly agreed between the Parties in writing.
4.3 You acknowledge and agree that any dates for delivery or completion notified by us are estimates only. We agree to use reasonable endeavours to provide the Services within a reasonable time.
4.4 Due to the nature of the Services, we require you to commit to a minimum level of attendance. You acknowledge and agree that your child will attend a minimum of 90% of scheduled classes (Minimum Attendance). In the unlikely event of a shorter term, we require full attendance.
4.5 We may need to change the Price from time to time. If we change the Price, we will provide you with written notice at least one Renewal Term before the change. We will apply the updated Price from the following Renewal Term. If the updated Price is not acceptable to you, you may terminate this Agreement by clause 9.
4.6 All variations requested by you to this Agreement must be agreed in writing between the Parties and will be priced by any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. Let’s consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, or would result in us suffering or incurring any additional cost or delay. We will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 4.6.
5. PRICE AND PAYMENT
5.1 In consideration for us providing the Services, you agree to pay us the Price, and any other amount payable to us under this Agreement, at the time of enrolment, before the commencement of the provision of the Services, via direct debit (Payment Terms) in accordance with this clause 5.
5.2 Any additional fees due and payable to us will be charged before we commence the provision of the services.
5.3 Unless otherwise agreed between the Parties, any Price must be paid before we commence the provision of the services.
5.4 Any payment of the Price must be made via direct debit.
5.5 Should any other type of payment be approved by Shichida Australia, a $50 administration fee will be incurred per child, per term.
5.6 We may offer payment through a third-party provider (for example, Edstart). You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
5.7 Unless the Services are suspended or terminated by this Agreement, the Services will renew for each Renewal Term, and you will be charged by the Price. We will provide you with days’ notice before the renewal date. If you do not agree to the renewal of the Services, you may terminate this Agreement in accordance with clause 9.
5.8 If any payment has not been made by the Payment Terms, we may (at our absolute discretion) refuse to commence the provision of Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so.
5.9 If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.
5.10 You agree that we may set off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise).
6. OBLIGATIONS AND WARRANTIES
6.1 Each Party represents, warrants and agrees that:
- it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;
- this Agreement constitutes a legal, valid and binding agreement, enforceable by its terms;
- if applicable, it holds a valid ABN which has been advised to the other Party; and
- if applicable, it is registered for GST
6.2 You represent, warrant and agree:
- that you will comply with this Agreement, all applicable laws, policies and procedures made known to you by us, including if entering our premises, any conditions of entry made known to you before or upon entry;
- you have not relied on any representations or warranties made by us about the Services (including as to whether the Services are or will be fit or suitable for your particular purposes, or whether the Services will provide the desired outcome) unless expressly stipulated in this Agreement;
- that you will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
- that the information and documentation you provide to us is true, correct and complete;
- you will not infringe any third party rights in working with us and receiving the Services;
- you will not record, make any record of, copy or otherwise replicate any class or materials made available to you. Breach of this clause 2(f) will be considered a material breach of this agreement;
- that you will treat our Personnel, students and other parents with respect and fairness; and
- that the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent.
7.1 You agree that if you cannot attend a scheduled class, you must notify us before your class.
7.2 Upon receiving the notice in clause 1, we may offer a replacement class, subject to availability. We will offer a maximum of 2 replacement classes per Term.
7.3 The replacement classes are required to be booked within the same Term.
7.4 If you have stipulated an absence for a specific date that was not included in your term fees, the class will not be available for a replacement class on that same date.
7.5 A medical certificate is required for any late notification of absence, without which you understand that the class will be forfeited.
7.6 A medical certificate is required if the maximum of two (2) replacement classes has been used up, without which you understand that the class will be forfeited.
7.7 If an absence has been reported for a specific date and your circumstances have changed and you are able to attend the class, you understand that reinstatement into the same class is subject to availability.
7.8 There will be no replacement classes in the event that:
- you do not report your absence within the stipulated time (i.e., prior to your scheduled class start time)
- You do not attend the replacement class scheduled
- You do not book the replacement class within the same term
8. CLASS CHANGES
8.1 We reserve the right to make changes to our Services, including (without limitation) the dates and times of a scheduled class, the content or the instructor of a scheduled class. We may make these changes without notice to you, provided these changes do not substantially change the nature of our Services to you.
8.2 Where the changes will amount to a substantial change to the nature of our Services to you, we will provide you with 30 days written If you do not agree to the changes, you may terminate this Agreement in accordance with clause 9.
8.3 You acknowledge and agree that where Services include classes in Mandarin or Japanese, these Services are subject to the availability of our instructors. If an appropriate instructor is unavailable, the class may be conducted in English or a replacement class may be offered, at our discretion. In such an event, you agree that no refund or credit will be offered.
9.1 Either Party may terminate this Agreement, by providing the other Party with 30 days’ written notice.
9.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
- the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
- the Defaulting Party is unable to pay its debts as they fall due.
9.3 Notwithstanding clause 2, we may terminate this Agreement immediately upon written notice if you are absent for 4 consecutive weeks in the Term, without notice under clause 7.1
9.4 Upon termination or expiry of this Agreement:
- we will immediately cease providing the Services;
- we may, at our absolute discretion, agree to provide you with a refund for Services that have not been provided to you, if a request is made in accordance with clause 10;
- you are to pay for all Services provided before termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
- by you under clause 1 or by us under clause 9.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination, including any applicable Cancellation Fees; and
- you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 15.
9.5 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
9.6 This clause 9 will survive the termination or expiry of this Agreement.
10.1 Upon termination of this Agreement, you may request a refund for the balance of the Price for any future scheduled classes.
10.2 All refund requests must be made in writing within 30 days from the date of termination of this Agreement.
10.3 We may charge an Administration Fee for processing any termination and refund requests.
10.4 You agree and acknowledge that any Life Membership fee paid to us is non-refundable.
10.5 No refunds will be provided for classes that have been missed. Refunds are not available for missed classes or absences.
11. FORCE MAJEURE
11.1 In the case of a Force Majeure Event which prevents the availability of in-person classes, we will use reasonable endeavours to make alternate arrangements to provide our Such alternate arrangements may include providing the Services in an online format, in which case you agree and acknowledge that this is a reasonable substitute for the Services and you are not entitled to any refunds under clause 10 or a replacement class under clause 7.
11.2 Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event.
11.3 This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
12. YOUR CONSUMER LAW RIGHTS
12.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.
12.2 You agree that our liability for the Services is governed solely by the ACL and this Agreement.
12.3 Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in this Agreement.
12.4 Subject to your Statutory Rights, all amounts paid by you for the Services are non-refundable.
12.5 Clause 12 will survive the termination or expiry of this Agreement.
13. EXCLUSIONS TO LIABILITY
13.1 Each child must be accompanied by a parent or carer over the age of 18. We do not assume any liability for the safety and well-being of minors who are left unaccompanied at our Premises.
13.2 Despite anything to the contrary, and to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by, arising from or connected with your failure to provide appropriate supervision of your child while at our Premises.
13.3 You agree to indemnify us and hold us harmless in respect of, any liability we may suffer, incur or otherwise become liable for, arising from or in connection with a breach of you or the designated parent/guardian of any part of this clause 13.
13.4 This clause 13 will survive the termination or expiry of this Agreement.
14. LIMITATION OF LIABILITY
14.1 Despite anything to the contrary, to the maximum extent permitted by law, and subject to your Consumer Law Rights:
- neither Party will be liable for any Consequential Loss;
- a Party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
- our aggregate liability for any liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the liability relates.
14.2 This clause 14 will survive the termination or expiry of this Agreement.
15. INTELLECTUAL PROPERTY
15.1 As between the Parties:
- we own all Intellectual Property Rights in Our Materials;
- you own all Intellectual Property Rights in Your Materials; and
- nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
15.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.
15.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use The Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by this Agreement.
15.4 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the Term, to use The Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under this Agreement.
15.5 If you have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
15.6 In the use of any Intellectual Property in connection with this Agreement, you must not (and you must ensure that your Personnel do not) breach any of Our Intellectual Property Rights or those of a third party.
15.7 This clause 15 will survive the termination or expiry of this Agreement.
16.1 Subject to clause 2, you must keep confidential, and not use or permit any unauthorised use of, all Confidential Information.
16.2 Clause 16.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser to obtain advice about matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 16.1.
16.3 This clause 16 will survive the termination or expiry of this Agreement.
17.1 Amendment: This Agreement may only be amended in writing and as agreed by the Parties.
17.2 Assignment: Subject to clause 17.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
17.3 Assignment of Debt: You agree that we may assign or transfer any debt you owe to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third parties.
17.4 Communication: You acknowledge and agree that all communication from us will be delivered to you via the email address you provide to us at the time of enrolment. Any communication from us will be deemed to have been delivered to you at the time of transmission, in accordance with clause 17.10.
17.5 Disputes: A Party may not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction or will operate to prevent a Party from taking steps to recover any debt.
17.6 Entire Agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties, and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
17.7 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and your obligations under it.
17.8 Governing law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts are entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
17.9 Joint and Several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under this agreement.
17.10 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
17.11 Online execution: This Agreement may be executed using such third-party online document execution service as we nominate, subject to such execution by the applicable terms and conditions of that document execution service.
17.12 Publicity: You agree that we may advertise or publicise the fact that you engage our Services, including on our Site or in our promotional material.
17.13 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
17.14 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
18. INTERPRETATION & DEFINITIONS
18.1 In this Agreement, unless the context otherwise requires, capitalized terms have the meanings given to them within the Agreement, and:
Administration Fee means the administration fee as set out on our Site.
Agreement means these terms and conditions, and any documents attached to or referred to in, it.
Business Days means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Cancellation Fee means the cancellation fee as set out on our Site.
Confidential Information includes information which:
- is disclosed to you in connection with this Agreement at any time, including (without limitation) course materials or resources.
- is prepared or produced under or in connection with this Agreement at any time;
- relates to our business, assets or affairs; or
- relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for this definition.
Life Membership fee means the Life Membership fee payable as set out on our Site.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or another catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, the act of sabotage, the act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Payment Terms mean the Price, method and timing of payment, as further defined in clause 5.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Premises means the location where the Services are to be supplied, as set out on our Site.
Price means the price for the performance of the Services and includes any Fees, as set out on our Site.
School Term means the dates for the school term for public and/or government schools, as set by the relevant Department of Education operating in the State where Services are to be provided.
Services mean the services we agree to perform under this Agreement, as set out on our Site.
Site means our website, available at www.shichida.com.au
Waitlist Period means the period from the date you accept this Agreement in accordance with clause 2.4 until the date you have accepted a Waitlist Offer.
Questions or notices
For any questions or notices, please contact us at Shichida Australia Pty Ltd ABN 96 805 953 043
Last Update: 22 July 2022
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