1. Introduction

1.1 These Business Terms and Conditions, together with the Assessment Form and our Privacy Policy , comprise the terms of a legal agreement between Chilled & Fulfilled Aus Pty Ltd (ACN 662 994 050) of 2/75-79 Bay Street, Brighton, Victoria, 3186 (Chilled & Fulfilled, our, we or us) and the person listed in the Booking and Assessment Form (you or your) for the provision of the dog training and/or behavioural modification and/or coaching and/or consulting services as further described on the Assessment Video Call or on the Website or by email (collectively, the Agreement).

1.2 All bookings made with Chilled & Fulfilled (either in person or online) are made subject to the terms of this Agreement. You acknowledge that you have read and agreed to the terms contained herein and agree to be bound by them. 

2. Precedence

2.1 No terms or conditions set out in any invoice or purchase order (or similar), issued by you, will override this Agreement (and this agreement will prevail, as the context permits).

2.2 If there is any inconsistency between this Agreement and the term of any other document referred to in this Agreement, this Agreement shall prevail to the extent of any inconsistency.

3. Term

This Agreement commences on the date you receive an email from us confirming that you have made a Booking (Commencement Date) and will continue until terminated in accordance with the terms of this agreement (Term).

4. Your obligations

4.1 During the Term, you must: 

(a) provide only accurate, complete, truthful and current information in the Assessment Form, and you must update that information if it changes; 

(b) watch the Assessment      Call Video before the Free Assessment Call; 

(c) participate in the Free Assessment Call and provide accurate, truthful, complete and current information during the Free Assessment Call;

(d) attend each Session with your dog, and comply with all of our reasonable directions and instructions during each Session (including safety instructions); 

(e) if required, prepare for each Session as instructed by us;

(f) pay the Fees in accordance with clause 6; and

(g) comply with all Relevant Laws in respect of the care and treatment of your dog.

4.2 Following the Free Assessment Call, Chilled & Fulfilled may, at our absolute discretion, accept or reject your request for Services. If Chilled & Fulfilled:

(a) rejects your request for Services, we will notify you of the rejection, and this Agreement will be considered null and void; or

(b) accept your request for Services, in which case, we will send you our invoice for payment in accordance with clause 6. 

4.3 In the event you fail to comply with your obligations under clause 4.1, Chilled & Fulfilled may, at our absolute discretion, do any or all of the following:

(a) terminate your Session (and the Fees paid to date will be forfeited unless we permit you to reschedule the Session at no additional charge); or

(b) terminate the Agreement (without liability to you) in accordance with clause 7.

5. Chilled & Fulfilled obligations 

5.1 Subject to your compliance with clause 4, Chilled & Fulfilled shall use reasonable endeavours to provide:

(a) the Services to you as further described on the Assessment      Call Video and on our Website; and

(b) customer support services to you during Business Hours for four weeks following each Session, subject to clause 5.5 and our ‘reasonable usage’ policy.

5.2 In the event that we fail to provide the Services in accordance with clause 5.1 and subject to clause 5.3, then we shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. To the extent permitted by Relevant Laws, the foregoing constitutes your sole and exclusive remedy for any breach of clause 5.1.

5.3 If you are unsatisfied with the Services for any reason, we shall within 14 Business Days of receiving a written request from you, refund you the Fee for that Session (Money Back Guarantee).  Any Claim under the Money Back Guarantee must be submitted by email to hello@chilledandfulfilled.com on the day the Session was completed (Money Back Claim). Any Money Back Claim received after this time will not be accepted.

5.4 The Services are subject to a ‘reasonable usage’ policy, under which you must not use the customer support services in a way that a reasonable person would consider to be unreasonable. This includes (without limitation) contacting  more than 5 times on a single day or 20 times a week. We reserve the right to determine whether the reasonable usage policy has been breached.     

5.5 You acknowledge that the customer support services may be temporarily unavailable during periods in which our Personnel are on annual leave, personal or carer’s leave or in the case of an emergency. 

6. Fees and payment

6.1 The Fees payable for the Services are set out in the Pricing Schedule. The Fees shall be payable in Australian Dollars and are inclusive of all GST, unless otherwise agreed by the parties in writing. 

6.2 Unless we otherwise agreed in writing, the Fees under this Agreement are immediately payable once we issue you an invoice for payment. 

6.3 If you fail to pay the Fees (or any other amounts owing to us under this Agreement) by the due date, then, without limiting any other remedies available to us under this Agreement or under any Relevant Laws, Chilled & Fulfilled may, at our absolute discretion, do any or all of the following:

(a) suspend or cancel the performance of the Services until all outstanding amounts (including interest) that are due to Chilled & Fulfilled are paid in full; or

(b) terminate this Agreement in accordance with clause 7.

7. Termination

7.1 Either party may terminate this Agreement for convenience at any time by giving the other party at least 7 Business Days’ written notice.  

7.2 Either party may terminate this Agreement immediately by notice in writing if: 

(a) the other party is in breach of any term of this Agreement and such breach is not remedied within 14 days after receiving notice requiring it to do so; and

(b) the other party is in breach of any term of this Agreement and such breach is not capable of remedy. 

8. Cancellation

8.1 Chilled & Fulfilled reserve the right (without liability to you) to cancel any scheduled Session if the applicable Fees have not been paid prior to the scheduled Session. 

8.2 If you wish to cancel any of the Services or any Session, you must do so in writing. If you cancel any Services or Session:

 (a) at least 48 hours before the scheduled Session, then any Fees which you have already paid in advance will be refunded to you in full within 14 Business Days; or

(b) within 48 hours of the scheduled Session, you will not be entitled to any refund of the relevant Fee and the full Fee for the scheduled Session will, by way of liquidated damages, be immediately payable.

8.3 If Chilled     &     Fulfilled needs to re-schedule a Session for any reason (such as when our Personnel are on annual leave, personal or carers leave, emergency or severe inclement weather), Chilled & Fulfilled shall use reasonable endeavours to notify you of the change at least 24 hours prior to the scheduled Session. In this instance, you may choose to cancel or reschedule the Session. If you choose to cancel the Session, then any Fees which you have already paid in advance will be refunded to you in full within 14 Business Days.

8.4 Except in the case of severe inclement weather that adversely impacts on the ability of Chilled     &     Fulfilled to provide the Services, you acknowledge that Chilled     &     Fulfilled will not cancel or reschedule a Session if is raining or windy. 

9. Liability

9.1 To the maximum extent permitted by Relevant Laws, Chilled     &     Fulfilled excludes: 

(a) all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise); 

(b) any Claims or Losses (including Consequential Loss); 

(c) loss of, or damage to, any property or any personal injury, illness or death to you, your pet any third person or any third party’s pet, arising out of, related to, or in connection with, the provision, or use of the Services (or any goods or services provided in connection with the Services) or this Agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring. 

9.2 Nothing contained in this Agreement  excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

9.3 To the maximum extent permitted Relevant Laws, you agree that in no event will Chilled     &     Fulfilled’s maximum aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Fees paid to Chilled     &     Fulfilled in the one     month preceding the Claim. 

9.4 Although Chilled & Fulfilled will provide you with the techniques, strategies and tools to improve and modify the behaviour of your dog, you are solely responsible for taking the necessary steps to implement these techniques, strategies and tools. Chilled & Fulfilled have no liability for any Loss incurred by you, whether financial, personal or otherwise, following commencement of the Services or for any perceived failure by you, whether justified or otherwise, to achieve a material improvement in the behaviour of your dog.

9.5 To the maximum extent permitted by Relevant Laws, you agree to defend, indemnify and hold Chilled & Fulfilled, our Affiliates and Personnel (collectively, the Indemnified) harmless from and against any and all Claims and Losses (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of: 

(a) the use of the Services by you or any third party; or

(b) any property damage or personal injury or death caused to you, your dog, any third party or any third party’s pet; or

(c) any breach by you of this Agreement. 

10. Consent and copyright

10.1 You consent to the use and publication by Chilled & Fulfilled of photographs and digital images and/or audio and visual recordings taken of you and your pet during the Sessions for promotional, educational and marketing purposes anywhere in the world and in any forms and formats and in all media of expression.

10.2 You also acknowledge that Chilled & Fulfilled is the copyright owner of the photographic and digital images and/or audio and visual recordings taken of you and your pet by us and you are not entitled to any remuneration, royalties or any other payments from us in respect of the use by Chilled & Fulfilled of the photographic and digital images and/or audio and visual recordings.

11. Confidential information 

11.1 Save as required by law, all information supplied by Chilled & Fulfilled, or otherwise brought to your attention, in relation to the Services (including our training materials or training manuals) is confidential and must not be disclosed by you to a third party (except to your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). This clause survives termination of this agreement.

11.2 We will collect Personal Information from you in the course of providing the Services. All Personal Information we collect will be handled by us in accordance with our obligations under the Privacy Act 1988 (Cth) and our Privacy Policy.

12. Force Majeure

12.1 Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if that failure or delay is due to an event of Force Majeure.  

12.2 If that failure or delay in performance exceeds 30 days, either party may immediately terminate this Agreement by written notice to the other party.

13. Dispute resolution

13.1 The parties must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this Agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its sole discretion, initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

14. Notice

14.1 All notices, requests, demands, consents, approvals, offers, agreements or other communications (Notices) given by a party under or in connection with this Agreement must be: 

(a) in writing; 

(b) signed by a person duly authorised by the sender or, where transmitted by e-mail, sent by a person duly authorised by the sender; 

(c) directed to the intended recipient's address (as specified in clause  13.3 or as varied by any written notice); and 

(d) hand-delivered, sent by prepaid post or transmitted by e-mail to that address.

14.2 A notice given in accordance with this clause is taken as having been given and received:

(a) if hand-delivered, on delivery; 

(b) if sent by prepaid post: (i) within Australia, on the fourth Business Day after the date of posting, or (ii) to or from a place outside Australia, on the seventh Business Day after the date of posting; or

(c) if transmitted by e-mail, on transmission, but, if the delivery or transmission is not on a Business Day or is after 5.00pm (recipient’s time) on a Business Day, the notice is taken to be received at 9.00am (recipient’s time) on the next Business Day.

14.3 For the purpose of clause 13, our contact details are set out in clause 1.1 of the Agreement and your contact details are set out in the Assessment Form (unless either party notifies the other party in writing).

15. General

15.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed, and to the circumstances for which it is given.

15.2. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.3. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, then the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.4. This Agreement, and any documents referred to in it, constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.

15.5. Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this Agreement, except that Chilled & Fulfilled may assign, sell or transfer its rights or obligations under this Agreement to an Affiliate or bona fide third party purchaser of our business.

 15.6. Clauses 6,7,8,9, 10 11, 12, 13, 14 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity. 

15.7. The laws of the state of Victoria, Australia govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.

15.8. Nothing in this Agreement is to be construed as constituting a partnership, employment relationship, joint venture, or any other form of association between the parties in which one party may be liable for the acts or omissions of any other party.

 16. Definitions

The definitions in this clause apply in this Agreement:

(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.

(b) Agreement means this agreement, the Price Schedule, the Assessment Form and any annexures or schedules attached to this agreement.

(c) Assessment Form means the online form submitted through the Website that contains your registration information (including Personal Information) and information relating to your dog.

(d) Assessment      Call Video means the video available at https://www.youtube.com/watch?v=kIc9nD2P_Kc. 

(e) Booking means the booking of a Session.

(f) Business Day means Monday to Saturday excluding public holidays in Victoria.

(g) Business Hours means 8:00     am to 4:00     pm,           Monday to Friday and 8:00am to 12:00pm Saturday.      

(h) Chilled & Fulfilled, our, we or us has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.  

(i) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise. 

(j) Commencement Date has the meaning given in clause 3. 

(k) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the Agreement: (i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; (ii) loss of revenue, profit, income, bargain, opportunity (including marketing or advertising opportunity), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data; (iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or (iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.

(l) GST means Goods and Services Tax as such phrase is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(m) Fees means the fees payable by you to Chilled & Fulfilled for the provision of the Services as set out in the Pricing Schedule. 

(n) Free Assessment Call means the free of charge initial assessment call between you and Chilled & Fulfilled in which we assess whether the Services are suitable for your dog. 

(o) Force Majeure Event means any act of God, failure of a utility service or transport or telecommunications network, riots, civil commotion, computer hacking, war, acts of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, epidemic, pandemic mandatory lock-down or shutdown, accident, breakdown of plant or machinery, fire, flood, storm or earthquake, any disaster or adverse weather, governmental actions, default or non-performance of hosting or data centre providers or other suppliers or sub-contractors or labour disputes, and any similar events beyond the control of the non-performing party.

(p) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

(q) Personnel means any director, officer, employee, agent, contractor, sub-contractor, consultant or volunteers of a party.

(r) Personal Information has the meaning set out in section 6 of the Privacy Act 1988 (Cth) (as amended).

(s) Pricing Schedule means the schedule setting out the Fees for the Services, which is incorporated into this Agreement. 

(t) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements, animal cruelty laws and Privacy laws, anywhere in the world. 

(u) Services means the dog training and/or behavioural modification and/or coaching and/or consulting services,                               provided by Chilled & Fulfilled to you in Sessions as further described on the Assessment      Call Video and on our Website.

(v) Session means a one on one session or meeting with you and your dog of approximately 1 hour which takes place in person either at your home, in a park or other public location. 

(w) you or your has the meaning in clause 1.1.

(x) Term has the meaning given in clause 3. 

(y) Website means the Chilled & Fulfilled website located at www.chilledandfulfilled.com and social media linked page or any other internet site notified by Chilled & Fulfilled from time to time.