Commercial Terms & Conditions

Welcome to The Crew Coach online! We look forward to working with you.

Before you engage us to provide Online Services, please carefully read this agreement. You can read a bit more about our Online Services options on our website accessible here (Website).

By clicking “accept” when prompted to agree to this agreement, or otherwise making any payment to us or continuing to instruct us in relation to the Online Services, the Client agrees to be bound by this agreement.

If The Crew Coach is not available and you require urgent assistance, please contact the International Seafarers’ Welfare and Assistance Network (ISWAN) on +44 (0)300 012 4279.

Who is the agreement between and who needs to sign what bits?

Who is this agreement between and who needs to sign what bits?

This “agreement” means these Commercial Terms & Conditions and the Service Terms & Conditions.

When we talk about “The Crew Coach”, “we”, “our”, or “us” in this agreement, we are referring to The Crew Coach Pty Ltd ACN 623 561 884.

Our “Client”, or “you”, is the person or entity entering into this agreement with us. The Client may be the yacht management company, the owner of the vessel, or the Client may be the crew member who will receive our Online Services directly.

If the Client is entering into this agreement on behalf of the crew, the Client is responsible for ensuring that all crew members (the “Recipients”) agree to the Service Terms & Conditions.

If the Client is the crew member in their personal capacity (the “Recipient”), the Client must also agree to the Service Terms & Conditions before participating in any Online Services.

In all cases, these Commercial Terms & Conditions will apply to the Online Services.

TERMS AND CONDITIONS

1. KEY TERMS

Term	Meaning
Client	means the person or entity entering into this agreement with The Crew Coach.
Confidential Information	means information disclosed by one party to the other that is by its nature confidential, is marked or described as confidential, or which the receiving party knows or ought reasonably to know is confidential. It does not include information that is or becomes public other than through a breach of this agreement, was already lawfully known to the receiving party, or is independently developed by the receiving party.
Fees	has the meaning given in clause 4.1(a).
Intellectual Property Rights	means all present and future intellectual property rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, designs, patents, moral rights, know-how and confidential information.
Online Counselling	means the counselling services performed by The Crew Coach for a Recipient in accordance with the Services Terms & Conditions.
Online Course	means an online course provided by The Crew Coach in accordance with the Services Terms & Conditions.
Online Services	means any of the activities that The Crew Coach may perform in accordance with these Services Terms & Conditions, including Online Counselling, Online Courses, the Uplevel Program, DISC profiling and debrief sessions, consultations, onboarding and discovery calls, oral assessments, Subscription Packaged Services and any other activities whether on an ad hoc or subscription basis.
Payment Provider	means Stripe, or any other third-party payment provider we notify to the Client from time to time.
Services App	means the Zoom video conferencing platform, accessible at this link: https://zoom.us/
Services Terms & Conditions	means the terms and conditions to be agreed to by all Recipients of the Online Services.
Subscription Packaged Services	means the subscription-based Online Services described in the Services Terms & Conditions.
Subscription Period	has the meaning given in clause 4.2(a).
Uplevel Program	means The Crew Coach’s Uplevel Program, as described on the Website and in the Services Terms & Conditions. The Uplevel Program is a bespoke program: its content, duration, delivery format and Fees are scoped for each Client and set out in a written quotation, and depend on the number of Recipients participating.
Website	means The Crew Coach’s website at www.thecrewcoach.com.

2 DURATION OF AGREEMENT

This agreement commences on the date the Client ticks the tick box to accept this agreement, and will continue in force, including in relation to all Bookings for Online Services unless and until terminated in accordance with clause 10.

The Client may terminate this agreement at any time in accordance with clause 10.

3 SERVICE INCLUSIONS & SUBSCRIPTIONS

At the time of agreeing to this agreement, the Client will select which of our Online Services are applicable.

If the Client is not the Recipient, the Client is responsible for ensuring that the Recipients are aware of the Online Services available to them.

The Online Services will be performed in accordance with the Services Terms & Conditions. All Recipients of the Online Services must agree to the Services Terms & Conditions before the Online Services will be provided to that Recipient.

The Online Services are provided only to Recipients aged 18 years or over. The Client warrants that each Recipient it nominates is aged 18 years or over, and must tell us immediately if that ceases to be the case.

4 PAYMENT

4.1 PAYMENT

The Client must pay our Fees in the amounts and at the times as agreed in writing with the Client (Fees).

Payments are due upfront unless we have agreed to a payment plan. If you agree to a payment plan, you authorise The Crew Coach to direct debit your nominated bank account for each instalment of the Fees and you agree to sign all further documents that may be necessary to give effect to the direct debit authorisation.

If the Recipient requests or otherwise receives an unscheduled Online Service or other call with The Crew Coach, the Client will be charged an additional fee on top of the regular Fees for that activity, applied pro rata to its length). We will tell the Client or the Recipient what the charge will be before the unscheduled activity goes ahead, and it is only payable if the Client agrees to it.

If a payment is required upfront, that payment must be made to secure the relevant booking or placement.

Where the Client authorises a direct debit, we will provide the Client with a Direct Debit Request Service Agreement before the first debit is taken, and we will operate the direct debit arrangement in accordance with it.

The Client may pay our Fees through our third-party payment provider, Stripe (or as otherwise advised from time to time), or by direct payment to us at the bank account we provide to the Client.

Our Fees are inclusive of the cost of accepting payment. We do not add a surcharge for payments made by card and we will not do so. The processing of payments by the Payment Provider will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting the Client’s payment.

Uplevel Program. The Fees for the Uplevel Program are quoted separately for each Client and depend on the number of Recipients participating. Those Fees, and what the program includes, are set out in the written quotation we give the Client before the program starts. Where there is any inconsistency between that quotation and this agreement in relation to the scope, duration or Fees of an Uplevel Program, the quotation prevails.

GST

(i) The Fees we quote are the total amount payable by the Client. We do not add GST on top of a quoted Fee.

(ii) Where we are registered for GST and a supply under this agreement is a taxable supply for Australian GST purposes, which will generally be the case where the Online Services are provided to a Recipient in Australia, the Fees are inclusive of GST, and we will give the Client a tax invoice showing the GST component. Where we are not registered for GST, no GST is included in or added to the Fees and we will issue an invoice rather than a tax invoice.

(iii) Where a supply under this agreement is GST-free, which will generally be the case where the Online Services are provided to a Recipient outside Australia.

(iv) The Client must give us the information we reasonably need to work out the GST treatment of a supply, including where the Recipient is located.

4.2 SUBSCRIPTION PAYMENTS

If the Client signs up for Subscription Packaged Services, the Client may sign up for a monthly subscription or an annual subscription (Subscription Period).

If the Client signs up for an annual subscription, the Client will receive 2 months of free Online Services.

4.3 MEDICARE AND INSURANCE REBATES

The Online Services are not covered by Medicare, and Medicare rebates will not be applicable to the Online Services or claimable by the Client or the Recipient.

If the Client wishes to claim a rebate for any of the Online Services under an insurance policy held by the Client or a Recipient, the Client will be solely responsible for determining the applicability of the policy, completing the required administration and complying with the insurer’s requirements. The Crew Coach will provide you with an invoice if requested for the purposes of you making any such insurance claims.

4.4 SUSPENSION OF ONLINE COUNSELLING

If the Client does not pay the Fees by the date they are due, we may susspend any future Online Counselling bookings by giving the Client 7 days' written notice. We will lift the suspension once the overdue amount is paid. This applies even if the Client has agreed to a payment plan. We will not suspend or refuse an Online Counselling session where we reasonably believe that doing so would put a Recipient's safety or wellbeing at risk.

5 CANCELLATIONS & REFUNDS

5.1 CANCELLATIONS & REFUNDS FOR ONLINE COUNSELLING

Given the nature of Online Counselling, we don't offer refunds where a Recipient simply changes their mind about a session that has been delivered. This does not affect the Client's or a Recipient's rights under the Australian Consumer Law (see clause 7.1(b)).

If the Recipient needs to reschedule an Online Counselling session, the Recipient (or the Client) must give 24 hours’ notice to The Crew Coach. If: 24 hours’ notice is given, the Recipient may reschedule the Online Counselling without charge; or 24 hours’ notice is not given, the Client will be charged the full Fees for the relevant Online Counselling session (and the Recipient may schedule another Online Counselling session at the Client’s cost).

5.2 CANCELLATIONS & REFUNDS FOR ONLINE COURSES

We do not offer refunds for Online Courses where the Client or the Recipient: changes their mind about undertaking an Online Course; or subject to clause 5.2(b), fails to participate in an Online Course during the time in which the Course Area is available to the Recipient (unless otherwise agreed with The Crew Coach).

We will provide a full refund of the Fees paid for an Online Course if we determine that: the Online Course was not made available to you, and cannot be made available to you, solely due to a failure by us; or the Online Course did not cover the information we represented to you in writing that the Online Course would cover.

Nothing in this clause 5.2 limits or otherwise affects your rights under the Australian Consumer Law.

30-day money-back guarantee (Foundational Leadership and Advanced Leadership). If the Recipient is enrolled in the Foundational Leadership course or the Advanced Leadership course, the Client may request a refund of the Fees paid for that course within 30 days of the date the Recipient is first given access to the Course Area, provided the Recipient has genuinely engaged with the course. The Recipient will be treated as having genuinely engaged if they have completed: for the Foundational Leadership course - at least 3 of the 8 assignments; or for the Advanced Leadership course - Modules 1 and 2, and the assessments for those modules.

A refund under clause 5.2(f) will be the Fees paid for the course, less an administration fee of 20% of those Fees to cover our administration time and non-refundable payment processing costs.

The guarantee in clause 5.2(f) applies only to the Foundational Leadership course and the Advanced Leadership course. It does not apply to any other Online Service, including the Yacht Crew Wellbeing course, the Uplevel Program, Online Counselling or Subscription Packaged Services. This does not affect the Client’s or the Recipient’s rights under the Australian Consumer Law, which apply to all of the Online Services.

5.3 CANCELLATIONS & REFUNDS FOR SUBSCRIPTIONS

Given the nature of our Subscription Packaged Services, we do not offer refunds where the Client simply changes its mind. This does not affect the Client's or a Recipient's rights under the Australian Consumer Law (see clause 7.1(b)).

If the Client wishes to cancel its Subscription Packaged Services, the Client may do so by written notice to The Crew Coach. The Recipient will keep access to the Subscription Packaged Services for the remainder of the then current Subscription Period (being the month or year as applicable), and no further payments will be debited after that period ends, provided the Client gives notice before the next renewal date.

6 INTELLECTUAL PROPERTY

Nothing in this agreement transfers any Intellectual Property Rights in the Online Services to the Client.

The Crew Coach remains the sole and beneficial owner of all Intellectual Property Rights in the Online Services.

The Crew Coach only grants the Recipient a licence to use the Intellectual Property Rights in the Online Services under the Services Terms & Conditions to the extent necessary for the Recipient to access the Online Services. If the Client is not the Recipient, no licence is granted to the Client and the Client must not access the Online Services.

7 LIABILITY

7.1 WARRANTIES

To the maximum extent permitted by applicable law, and subject to clause 7.1(b), all express or implied representations and warranties not expressly stated in this agreement are excluded.

Nothing in this agreement limits the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract. If the Client or a Recipient is resident outside Australia, they may also have rights under the consumer laws of their country of residence, and nothing in this agreement limits those rights.

7.2 DISCLAIMERS

The Client acknowledges and agrees to all disclaimers relating to the Online Services as set out in the Services Terms & Conditions. The Client (if they are not the Recipient) represents that they have been provided with a copy of the Services Terms & Conditions for the purposes of agreeing to this clause.

The nature of Online Services has inherent risks that are beyond our control. The Client is responsible for ensuring that the area in which the Client undertakes the Online Services is safe, private and free of any hazards.

If the Client is ever uncomfortable with any action or question asked of the Client during Online Services, the Client must inform us and not undertake that action or answer that question. We rely solely on the information and feedback provided verbally by the Client in providing the Online Services.

Subject to clause 7.2(e), and to the maximum extent permitted by applicable law, the maximum aggregate liability of The Crew Coach to the Client (including any Recipients under the Service Terms & Conditions) in respect of loss or damage sustained by the Client (or any crew members if the Client is a crew manager) under or in connection with this agreement is limited to: if the liability relates to a specific Online Service, the amount paid for that particular session of the specific Online Service giving rise to the relevant liability; or for any other liability, to the Fees paid by the Client to The Crew Coach in the 3 months preceding the event giving rise to the relevant liability.

Nothing in this agreement excludes, restricts or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot lawfully be excluded or limited, including under the ACL.

7.3 INDEMNITY

The Client agrees to indemnify The Crew Coach and our officers, contractors, employees and agents ("those indemnified") against any loss (including reasonable legal costs) or liability incurred or suffered by those indemnified, to the extent that the loss or liability was caused or contributed to by the Client’s or any Recipient’s: breach of any term of this agreement; or negligent, fraudulent or criminal act or omission.

The Client's liability under this clause 7.3 is reduced proportionately to the extent that the loss or liability was caused or contributed to by an act or omission of The Crew Coach or those indemnified.

7.4 CONSEQUENTIAL LOSS

The Crew Coach will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

8. SUBCONTRACTORS

The Crew Coach may subcontract any aspect of providing the Online Services (including Online Counselling, Online Courses, the Uplevel Program and Subscription Packaged Services, and including the use of guest experts and associate practitioners) and the Client consents to such subcontracting. Any subcontractor performing Online Counselling will hold appropriate professional qualifications and insurance, and will be bound by confidentiality and privacy obligations at least as protective as those in this agreement and the Services Terms & Conditions.

The Crew Coach will be responsible for the acts of its subcontractors.

9. PRIVACY AND USE OF ARTIFICIAL INTELLIGENCE

We handle personal information in accordance with our Privacy Policy, which forms part of this agreement. Online Counselling involves sensitive health information, and we take additional care with it. Where the Client is not the Recipient, we do not disclose to the Client any sensitive information a Recipient shares with us during Online Counselling.

We use artificial intelligence tools to help transcribe and refine our case notes and administrative records. A suitably qualified person always reviews those notes and remains responsible for their content, and no decision affecting a Recipient is made by an automated system alone. The safeguards we apply, the categories of information involved and how a Recipient can object are set out in the Services Terms & Conditions and our Privacy Policy.

10. TERMINATION

10.1 Termination for convenience

Either party may terminate this agreement at any time by providing 30 days’ written notice to the other party.

10.2 TERMINATION FOR DEFAULT

Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party: is in breach of this agreement and either: fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or that breach is not capable of remedy; or ceases, suspends or threatens to cease or suspend to conduct its business.

10.3 ACCRUED RIGHTS AND LIABILITIES

The termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to termination of this agreement.

10.4 CONSEQUENCES OF TERMINATION

Upon termination of this agreement: the Client must pay all amounts owed for Online Services already provided as at the date of termination; if the Client terminates for convenience, or we terminate for the Client's default, all Fees for Subscription Packaged Services remain payable for the remainder of the then current Subscription Period and the Recipient keeps access for that period. If we terminate for convenience, we will refund the Fees paid for the unused part of the Subscription Period; and each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party, except to the extent that The Crew Coach is required by law to retain the Confidential Information of a Recipient provided during Online Counselling.

10.5 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

11. Notices

A notice or other communication to a party under this agreement must be: in writing and in English; and delivered via email to the other party, to the email address specified in this agreement (for The Crew Coach: karine@thecrewcoach.com; for the Client: the email address given when accepting this agreement), or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given: 24 hours after the email was sent; or when replied to by the other party, whichever is earlier.

12. FORCE MAJEURE

If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of: reasonable details of the Force Majeure Event; and so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

Subject to compliance with clause 11(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

For the purposes of this agreement, a ‘Force Majeure Event’ means any: act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; strikes or other industrial action outside of the control of the Affected Party; war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or any decision of a government authority, or any public health direction or restriction, beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations; or failure or unavailability of internet, satellite or mobile connectivity at sea or in a remote location, beyond the reasonable control of the Affected Party.

13. GENERAL

RELATIONSHIP The Crew Coach is an independent contractor of the Client. Nothing in this agreement is intended to create a relationship of agency, employment, partnership or joint venture (however such relationships may exist between the parties subject to separate agreements).

GOVERNING LAW AND JURISDICTION This agreement is governed by the law applying in Western Australia, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and the courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement, and irrevocably waives any objection to the venue of any legal process in those courts on the basis that the process has been brought in an inconvenient forum. Nothing in this clause prevents The Crew Coach from applying for urgent injunctive or interlocutory relief, or from enforcing a judgment of those courts, in any court of competent jurisdiction.

AMENDMENTS This agreement may only be amended in accordance with a written agreement between the parties.

WAIVER No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

COUNTERPARTS This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

COSTS Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

ENTIRE AGREEMENT This agreement (and the Services Terms & Conditions) embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

14. INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);

(gender) words indicating a gender includes the corresponding words of any other gender;

(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(person) a reference to "person" or "the Client" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(includes) the word "includes" and similar words in any form is not a word of limitation; and

(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

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