Clinical Program Terms and Conditions - Freedom from Chronic Pain

Introduction

These terms and conditions govern:

your use of the website and services enabled on that website (together referred to as the Platform) made available by Freedom From Chronic Pain Pty Ltd at www.freedomfromchronicpain.com and
your participation in a Program (including Support Services) offered by FFCP.

The Platform is provided by Freedom From Chronic Pain Pty Ltd (ABN: 12 624 221 843) (FFCP, we, us and our) to users (Client, you and your).

Our Contact Details are:

Freedom From Chronic Pain Pty Ltd

12 Centennial Cct, Byron Bay NSW 2481 Australia

Email: admin@ffcp.nasmak.org

The Platform functions to receive and record certain information from you in order to create a Client Profile. That Client Profile may be comprised of information provided by you in response to questions or other information which you contribute, including if you participate in a multi-party forum which is accessible via the Platform. A key feature of the Platform enables you to participate in a self-guided or practitioner-supported clinical program using the functionality of the Platform. We call the Program the Freedom From Chronic Pain Clinical Program. The Freedom From Chronic Pain Clinical Program is the services which we provide to you; Those services rely upon the information which you contribute to your Client Profile and the functionality of the Platform.

The information you provide in the context of participating in the Freedom From Chronic Pain Clinical Program (the Program) assists us in providing the best clinical service we can, given your particular circumstances. The Platform processes the information in your Client Profile to enable you to follow the advice and methodologies described in the Program (or a Support Program, if applicable) and ensure that you receive benefits which are most appropriate for your circumstances.

This Platform is a software service hosted in a ‘cloud-style’ online environment. FFCP stores your Client Profile “in the cloud”. That means the Client Profile is stored and made accessible over the internet by a reputable third party Data Centre provider utilizing customarily accepted cyber security measures.

These terms and conditions govern use of the Platform and the Program by you, the Client. You agree to comply with these Terms and any supplemental terms which may be applicable.

Important Medical Requirements

The Program and the Platform are not intended to replace human judgement and especially should not be used as a substitute for the advice of your qualified medical practitioner.

Before you rely on the Platform or participate in a Program, you, the Client, are solely and exclusively responsible to ensure that a qualified medical practitioner has examined your symptoms and concluded that those symptoms are not of known structural origin (for example, from cancer, fractures, autoimmune disease, etc);

You, the Client, should remain, under the care of a qualified medical practitioner during the time when you participate in the Program;

You, the Client must consult with your qualified medical practitioner before you make any change to your medications or implement any advice received in the course of the Program;

FFCP does not warrant that your participation in the Program will lead to any particular medical or health outcome. The decision to participate in the Program and rely upon any advice or recommendation arising in connection with the Program is entirely at the discretion and risk of you, the Client. FFCP strongly recommends that, despite any advice or recommendation arising from the Program, you should always rely on the advice of a qualified medical practitioner in first priority.

FFCP does not warrant that:

the Platform or participation in the Program will meet the Client’s requirements or achieve any particular outcome, beneficial or otherwise;
a therapeutic or diagnostic methodology or strategy adopted by the Client in connection with their use of the Platform and participation in the Program will give results which are useful or beneficial to the Client; or
any conclusion reached by the Client in reliance on information obtained from their participation in the Program will be useful or correct.

Consent to These Terms

BY ACCESSING OR USING THE PLATFORM OR UPLOADING OR DOWNLOADING ANY INFORMATION OR MATERIALS TO OR FROM THE PLATFORM, OR PARTICIPATING IN A PROGRAM OR BY INDICATING YOUR ASSENT TO THESE TERMS BY CREATING AN ACCOUNT, CLICKING “SIGN UP”, “REGISTER” OR ANY SIMILAR MECHANISM, YOU ARE AGREEING TO THE THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR PARTICIPATE IN THE PROGRAM.

Definitions

Agreement means these terms and conditions, any Order Confirmation and any other details which are linked to your transaction.

Business Day means Monday to Friday in a given week, excluding a day which is a gazetted public holiday in the jurisdiction at which:

(for service of notice) the address of the recipient party is located; or
(for performance of some action) the person is located who is to perform the action,

Business Hours means 10am to 6pm Australian Eastern Time.

Client Data means answers to questions (including in written form, images or spoken) and any other information in any format which is created, acquired or controlled by the Client and transmitted (via the Platform or any other means) by the Client to FFCP in connection with a Program. Examples include (without limitation):

information provided by Client as a condition of registration, or otherwise;
medical history;
existing medical conditions;
medications;
allergies; and
psychological information (emotions, feelings, aversions).

Client Profile means the Client’s profile as depicted on the Platform, comprised of Client Data.

Confidential Information means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public.

Data Centre means the data centre(s) operated by a third party at which the virtual servers, on which the Platform is hosted, are located. The Platform is made available “in the cloud”.

Engaged Therapist or ET means a therapist who has been trained and qualified by FFCP and who has been contracted by FFCP (and not by the Client) to participate as a therapist in a Program (including a Support Program).

Fees means the fees payable by the Client to FFCP specified at various locations throughout our website (such as the home page, therapists page and practitioner directory pages) and quoted to you in your Order Confirmation.

FFCP Data means data derived by FFCP from operation and usage of all aspects of the Platform and provision of the Program. FFCP Data does not include Client Data.

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world and includes, without limitation, all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trademarks, and know-how, irrespective of whether such rights based in statute or common law or are registered or capable of registration.

Order Confirmation means the webpage or other electronic message which describes the final price payable by you, the Client, for your participation in the Program and any Support Program and may include other relevant information like the Commencement Date and the Expiry Date.

Personal Information has the same meaning as the definition given in the Privacy Act 1998 (Cth).

Personnel means in the case of FFCP, any officers, employees or contractors of FFCP (including an ET while they are acting in their capacity as an ET but excluding a PPT when the PPT contracts directly with the Client or is otherwise in a direct professional relationship with the Client to the exclusion of FFCP).

Platform means the online interactive software platform through which FFCP:

receives Client Data;
enables participation and interaction between the Client, a Program, and a ET and/or PPT;
provides outputs to the Clients comprised of information, suggestions, and therapeutic advice and guidance; and
hosts Client Data for viewing by third parties, with the consent of the Client.

Policies means policies, including procedures and other protocols relating to the use of the Platform and other aspects of FFCP’s operations.

Program means the Freedom From Chronic Pain Clinical Program (including, if applicable, Support Services and participation in fora) offered by FFCP at www.freedomfromchronicpain.com

Program Partner Therapist or PPT means a therapist who has received training from FFCP and who has been contracted by the Client, directly, to provide therapeutic services to the Client either independently or as an adjunct to the Client’s participation in a Program.

Support Service means a service offered to the Client which involves the senior clinical team, an ET or PPT.

Term means the period of time from the Commencement Date and the Expiry Date as described on the Client’s Order Confirmation.

Third Party Tools means FFCP’s business service tools (typically a software service) provided by a third party to FFCP as a service and which includes data storage and processing. Third Party Tools may include (without limitation) a Data Centre, a cloud based database provider and a payment processor.

Transaction Fee means a merchant or like fee charged by an intermediary to process a credit card or electronic payment.

Scope and Operation of the Platform
1. This Agreement governs the commercial arrangement between FFCP and the Client under which:
  1. the Client has the right to access the Platform and utilise the features and functionality of the Platform to participate in the Program;
  2. the Client grants to FFCP permission to receive Client Data from the Client and to store and process Client Data using the functionality of the Platform for the purpose of the Client’s participation in the Program; and
  3. FFCP, with consent of the Client, operates and enables the Platform in order to enable the Client to participate in the Program.
2. The Client warrants that they enter into this Agreement having had the opportunity to evaluate and satisfy themself about the features and functionality of the Platform and the Program and the terms in this Agreement on which FFCP makes the Program available to the Client.
3. FFCP may, at their discretion, upgrade, amend, add, remove, redesign, improve or otherwise alter the features of the Platform or the Program at any time.
Platform – Availability and Security
1. The Platform is hosted on virtual servers located at and managed through the Data Centre. The availability of the Platform (including business continuity and data recovery measures) is under the control of the Data Centre.
2. From time to time FFCP will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure they deploy in the provision of the Platform (Scheduled Maintenance).
3. FFCP will endeavour to carry out all Scheduled Maintenance outside usual Business Hours and to give reasonable notice of any planned downtime for the Platform. In the event of an emergency, FFCP may carry out maintenance during usual Business Hours and without first notifying the Client.
4. Subject to FFCP’s obligations under this Agreement in respect of compliance with applicable privacy laws and confidentiality, FFCP reserves the right to monitor the operation of the Platform and the access to Client Data stored on the Platform in order to enable FFCP to perform their obligations and exercise their rights under this Agreement.
5. Client Data will be made available on the Platform for access by third parties (who are approved by FFCP) and by no other party. FFCP relies upon Third Party Tools to protect data integrity and security however they do not warrant that Client Data will not be lost. The Client is responsible to maintain a copy of Client Data.
Intellectual Property Rights
1. The Intellectual Property Rights subsisting in the Client Data and any other documentation, information or materials that are supplied to FFCP by the Client during the Term of this Agreement remain the exclusive property of the Client subject to the rights (if any) expressly granted to FFCP under this Agreement.
2. The Client grants to FFCP a non-exclusive, royalty-free, worldwide, revocable license to use Client Data during the Term in order to provide the Program and create FFCP Data. FFCP will not use or retain any Client Data other than for the purpose of providing the Program to the Client and creating FFCP Data.
3. FFCP welcomes feedback and suggestions on how the Platform and the Program could be improved and we invite your consultation with us for that purpose. The Client grants to FFCP an irrevocable, worldwide, fully paid up, fully assignable, unrestricted licence (including the right to sublicence) to use and exploit all information and Intellectual Property Rights in any form which arises from suggestions, enhancements, improvements, customisation requests, recommendations or other feedback provided by the Client to FFCP with regard to the Program and the Platform. FFCP will not attribute any feedback to you the Client (for instance as a testimonial on our website) unless we have received your prior consent to do so.
4. The Intellectual Property Rights subsisting in the Program (including all text, images methodologies and other content in the Program), the Platform, (including the user interface and the software comprising the Platform), the FFCP Data (derived in part from use of the Platform with the Client Data and from performing the Program), and any other documentation, information or materials that are supplied by FFCP to the Client, (but excluding the Client Data) remain the exclusive property of FFCP or their third party licensors. FFCP reserves the right to use and exploit FFCP Data in their absolute unfettered discretion provided that they do not reveal the Client’s Confidential Information or the Client’s Personal Information.
Support Services and Other Services
1. During the Term the Client may request permission to participate in Support Services as additional services (in addition to the Program). The Support Services include access to an ET or a PPT and there is a range of ways in which this may occur. Extra fees may be payable to FFCP or to the ET or PPT, depending on the type of Support Service the Client chooses.
2. When a fee is paid by the Client directly to a PPT then any advice given to a Client by that PPT is deemed to be outside of the Platform and the Program and is therefore deemed to be advice directly from the PPT acting in their personal professional capacity and FFCP is not liable for that advice.
3. Advice received by a Client from a ET as an integral part of the Client’s participation in the Program or a Support Service is still characterised as being advice from the ET acting in their professional capacity. In that case, the ET is and remains primarily responsible for that advice. FFCP, as the operator of the Program, is responsible to the Client for the Platform and the Program (subject to the terms of this Agreement), excluding the advice given by the ET. .
4. FFCP may, if requested by the Client, agree to provide other services to the Client. Other services may be conditional upon the payment of additional fees. FFCP will invoice the Client for the other services separately.
Fees
1. In return for access to the Platform and participation in the Program under the terms of this Agreement, the Client shall pay the Fees to FFCP.
2. Fees are calculated in accordance with our pricing structure which is available on www.freedomfromchronicpain.com at the base of the home page and on the therapists pages of the website. FFCP reserves the right to change the pricing structure at any time during the Term for any reason, subject to reasonable notice to the Client. Notwithstanding the foregoing, the Fees payable in respect of any specific Program will always be quoted to the Client in advance of initiating access to the Program and Client is able to accept or decline that quotation.
3. All Fees and charges payable to FFCP are non-cancellable and non-refundable, subject to the Client’s rights under any non-excludable terms. FFCP offers a ‘money-back’ guarantee in certain limited circumstances; details available on the home page of the website. If the Client elects to make payment to FFCP using a method that results in FFCP having to pay a Transaction Fee, the Client will pay the Transaction Fee to FFCP at the same time as they make a payment of an invoice in respect of the Transaction Fee is charged.
Client Acknowledgement
1. The Client acknowledges and agrees that:
  1. the efficacy and quality of the Client’s experience from participation in the Program will inevitably depend upon the quality, accuracy and truthfulness of the Client’s responses to any questions posed to them;
  2. the Platform is an interactive assistive tool and is not intended to replace human judgement therefore, prior to relying on the Platform for any purpose, the Client is solely and exclusively responsible to check and ensure that any action or omission to be performed by the Client is not in conflict with the Client’s existing medical advice;
  3. the Client will consult with their qualified medical practitioner before they make any change to their medications or implement any advice received in the course of the Program;
  4. the Client will promptly report any new symptom (or a change to existing symptoms) to their qualified medical practitioner;
  5. participation in and reliance upon the Program is entirely at the discretion and risk of the Client; and
  6. sharing of ongoing access to the Client’s Profile with FFCP, an ET or a PPT for the purpose of participation in the Program is entirely at the discretion of the Client. The Client is free to terminate or restrict access to the Client’s Profile at any time by notifying FFCP and requesting that their Client Profile is deleted from the Platform.
FFCP Obligations
1. FFCP must:
  1. provide the Platform and the Program in accordance with the standards of a therapeutic online platform in Australia ;
  2. comply with the requirements of the Privacy Laws, relevant data security standards and FFCP’s policies;
  3. notify the Client immediately if FFCP becomes aware there has been unauthorised disclosure or use of the Client’s Personal Information, (including any suspected or actual unauthorised access to the Client’s Profile via cyber-attack or otherwise).
Client Obligations
1. If the consent of a third party is required in order for any Client Data (or information contained in Client Data) to be processed on the Platform or for the purpose of participation in the Program then the Client is solely and exclusively responsible to obtain that consent from the third party.
2. The Client is primarily responsible for responding to a claim or query from a third party (including a PPT or ET) with respect to the specific content, quality, or meaning contained in any Client Data and the Client accepts that FFCP will refer any such claim or query to the Client.
3. The Client must use reasonable endeavours to comply with FFCP Policies as notified to the Client by FFCP, and promptly advise FFCP in writing where they are not able or willing to comply with those Policies. FFCP may notify changes to our Policies by posting the changes to the website where the Platform is accessible and/or notifying the Client when they log in to the Platform or by email. The Client is responsible to check for such notifications.
4. The Client acknowledges and agrees that it is their sole obligation and they are responsible for the following:
  1. ensuring that a qualified medical practitioner has examined the Client’s symptoms and concluded that those symptoms are not of known structural origin (for example, from cancer, fractures, autoimmune disease, etc);
  2. ensuring that they are, and remain, under the care of a qualified medical practitioner during the time when they participate in the Program;
  3. the Client will consult with their qualified medical practitioner before they make any change to their medications or implement any advice received in the course of the Program;
  4. the Client will promptly report any new symptom (or a change to existing symptoms) to their qualified medical practitioner;
  5. deciding whether and to what extent to share Client Data with FFCP;
  6. deciding whether to share or otherwise grant access to Client Data (including via the functionality of the Platform) with any third party (for instance a PPT);
  7. providing adequate security for the computer network and the Client’s account login details in conjunction with which the Platform is used; and
  8. checking and validating the truthfulness, comprehensiveness, accuracy, reliability and quality of Client Data (including medical diagnoses, medications, health history and any other data which may affect their health and wellness).
5. The Client must participate in the Program solely and exclusively as an individual who has a genuine, good faith interest and desire to alleviate their own chronic symptoms and for no other reason. Participation in the Program for academic or other research purposes may be permissible, subject to the prior written permission of FFCP.
Prohibitions
10.1 The Client must not:
1. use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other user’s use of the Platform;
2. use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
3. use any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without FFCP’s prior written consent;
4. use any device, software or routine that interferes with the proper working of the Platform;
5. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
6. attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Platform or any server, computer or database connected to the Platform, including the Third Party Tools;
7. enable or attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
8. otherwise attempt to interfere with the proper working of the Platform.

FFCP may report any of the activities above to the relevant law enforcement authorities and reserves the right to cooperate with those authorities by disclosing a Client’s identity to them.

10.2 Unless otherwise permitted by law, the Client must not:

resell, reframe, distribute or on-sell the Platform;
transfer, sub-license or assign their rights under this Agreement to any third party unless FFCP gives their prior written consent (not to be unreasonably withheld);
modify or adapt or create derivative works of the functionality of the Platform or any copyrighted material in the Program;
reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Platform;
build a competitive service; or
copy any features, functions or graphics of the Platform or the Program.

Confidentiality
1. Each party must treat, and ensure that their Personnel treat, as confidential, the Confidential Information of the other party.
2. The party who receives (the recipient) Confidential Information from the other party (discloser) must not without the prior written consent of the other party:
  1. use the Confidential Information except in performing their obligations under this Agreement or as otherwise specified in this Agreement; or
  2. disclose the Confidential Information to any person except those of their Personnel and then only to those Personnel who need to know the same and who agree to be bound by these obligations of confidentiality.
3. The exceptions are where:
  1. disclosure is required by law;
  2. Confidential Information is in the public domain through no fault or action of the recipient or their Personnel;
  3. Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it; or
  4. the same or similar information was independently developed by recipient without reference to the Confidential Information of the discloser.
Privacy
1. Each Party will comply with all applicable Privacy Laws, including but not limited to the Privacy Act 1988 (Cth).
2. The Client consents to the storage and processing of the Client’s Personal Information by FFCP solely for the purpose of utilising the functionality of the Platform and participating in the Program.
3. The Client represents and warrants that they have provided all necessary privacy notices and obtained all legally required consents and permissions to use and process any Personal Information of a third party in conjunction with the Platform and the Program.
4. Client Data may include information about the Client’s health (Sensitive Information). FFCP requests access to this type of Client Data because it is reasonably required in order to enable the efficacy of the Program. The Client consents to FFCP collecting and holding their Personal Information (including Sensitive Information) for the purpose of their participation in the Program and always subject to our Privacy Policy, the most up to date version of which is available via the Privacy Policy link at the bottom of the home page.
Warranties by Client
1. The Client warrants that:
  1. they have the authority to enter into and perform their obligations under this Agreement, they have the ability to perform their obligations under this Agreement, and that they have read and understood that this is a legal, valid and binding Agreement enforceable against them;
  2. they are responsible for complying with all applicable laws (including, without limitation, privacy laws) affecting the Personal Information or other content which they may provide to FFCP;
  3. they will comply with, and consent to FFCP’s Privacy Policy and in particular, the Client must ensure that they have all relevant licences and consents from any person whose intellectual property or personal information is depicted or represented in Client Data; and
  4. all of the Client Data provided to FFCP is, to the best of their knowledge, complete, correct and up to date and is not knowingly false, misleading or incomplete.
Warranties by FFCP
1. FFCP warrants that:
  1. they have the authority to enter into and perform their obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement enforceable against them; and
  2. except with respect to Third Party Tools (which are excluded from this warranty), FFCP will not share or divulge Client Data, with any third party except in connection with the Program.
2. FFCP does not warrant that the Client’s participation in the Program will lead to any particular medical or health outcome for the Client. The decision to participate in the Program and rely upon any advice or recommendation arising in connection with the Program is entirely at the discretion and risk of the Client. FFCP strongly recommends that, despite any advice or recommendation arising from the Program, the Client should:
  1. always rely on the advice of a qualified medical practitioner in first priority; and
  2. consult with their qualified medical practitioner before they make any change to their medications or implement any advice received in the course of the Program
3. FFCP does not warrant that:
  1. the Platform or participation in the Program will meet the Client’s requirements or achieve any particular outcome, beneficial or otherwise;
  2. the operation of the Platform will be uninterrupted or error free;
  3. a therapeutic methodology or strategy adopted by the Client in connection with their use of the Platform and participation in the Program will give results which are useful or beneficial; or
  4. any conclusion reached by the Client in reliance on information obtained from their participation in the Program will be useful or correct.
Indemnity by Client
15.1 The Client agrees to indemnify, defend and hold harmless FFCP and their officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees, resulting from:
15.2 breach of this Agreement or a warranty given by the Client or any activity conducted on the Client’s behalf with the express or implied consent of the Client;
15.3 a claim made against FFCP by a third party alleging that FFCP’s access to and use of Client Data is not authorised;
15.4 a claim made against FFCP arising from the Client’s failure to comply with their obligations under this Agreement (and in particular their obligations in clause 9.4;
15.5 a claim made against FFCP arising from the Client’s failure to comply with relevant and applicable legislation (including applicable privacy and data protection laws) when the Client uses the Platform and participates in the Program; and
15.6 a claim made against FFCP by a third party alleging that Client Data contains incorrect, false or misleading information or is malicious, defamatory or offensive in its content.

Limitation of Liability
16.1 Terms, conditions, warranties and guarantees implied by law, which cannot be excluded, restricted or modified apply to this Agreement to the extent required by that law.

16.2 Except for (i) liability in relation to any non-excludable term and (ii) the money-back guarantee described on FFCP’s website, the Platform and the Program are provided on an “as is” basis, and without any warranty or condition, express or implied, including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of third party Intellectual Property Rights to the extent allowed by law.

16.3 To the extent permitted by law, FFCP’s sole liability for breach of contract, breach of statutory duty, negligence or other tort is limited, at their option, to:
a) the supplying of the Program again; or

b) the payment of the cost of having the Program supplied again.

16.4 The Client does not rely on any representation, warranty or other provision made by FFCP or on their behalf which is not expressly stated in these terms.

16.5 To the extent permitted by law, FFCP is not liable for personal injury or illness, loss of revenue, loss of goodwill, loss of anticipated sales, loss of savings, loss of business or employment opportunity, interruption to business, or wasted management/administrative time. This exclusion of liability includes loss or damage the Client might suffer as a result of failure of performance, error, omission, failure to correct defects, loss of data, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records.
Term and Renewal
17.1 The Term of this Agreement will commence on the Commencement Date and continue in full force and effect until the Expiry Date, unless terminated earlier by either Party as provided by this Agreement.

17.2 FFCP does not provide a refund if the Client decides to stop using the Platform or cease participating in the Program prior to the Expiry Date.

Suspension for Prohibited Acts
18.1 FFCP may suspend the Client’s or any third party’s access to the Platform and the Program without notice if FFCP forms the opinion that the Client’s use of the Platform:
1. enables any act or omission which is prohibited under clause 10;
2. violates applicable laws or the terms of this Agreement;
3. is being used to engage in denial of service attacks or other disruptive activity;
4. is creating a security vulnerability for the Platform or others;
5. is causing or is likely, in the reasonable opinion of FFCP to cause harm to FFCP or others;
6. constitutes behaviour which is offensive, threatening or harmful to any other participant in the Program or another user of the Platform;
7. promotes violence, discrimination or vilification based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities; or
8. violates any intellectual property or other proprietary rights of a third party.
  
  18.2 Nothing in this clause 18 limits FFCP’s right to terminate for cause as described in this Agreement, if FFCP determines that the Client is acting, or has acted, in a way that has or may negatively reflect on or affect FFCP, our reputation, or our clients.
Changes to These Terms and Conditions
19.1 FFCP reserves the right to amend these terms and conditions at any time and for any reason, including the requirement to stay up to date with the latest legal requirements or for business reasons.

19.2 If you use the Platform and participate in the Program after you have been notified about an amendment to these terms and conditions you will be taken to have agreed to comply with the terms and conditions as amended.

19.3 We will take reasonable steps to let you know about any amendments but you should also keep track of whether amendments have been made to these terms and conditions by referring to the date of publication at the end of this page.
Termination for Cause
20.1 If the Client:
a) fails to make any payment when due;
b) breaches a clause of this Agreement which is not capable of remedy;
c) breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by FFCP which identifies the breach and requests remedy; or
d) acts, or has acted, in a way that justifies their suspension under clause 18;

then FFCP may terminate this Agreement by written notice to the Client effective immediately or from a later date specified in the notice.

If FFCP:

breaches a clause of this Agreement which is not capable of remedy; or
breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by the Client which identifies the breach and requests remedy;

the Client may terminate this Agreement by written notice to FFCP effective immediately or from a later date specified in the notice.

On termination of this Agreement FFCP has no obligation to provide the Program to the Client or to maintain the Client’s access to the Platform or to refund any Fees (subject to any statutory or non-excludable obligations under applicable laws).
If this Agreement is terminated, then the Client will remain liable to pay to FFCP and FFCP is entitled to recover from the Client all Fees that are or were due for payment before termination and have not been paid.

21. General

21.1 In this Agreement:

c) headings are for convenience only and do not affect the interpretation of this Agreement.
d) a reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
e) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute
f) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
g) a reference to a party to a document includes that party’s successors and permitted assigns.
h) all amounts payable under this Agreement are to be calculated and paid in US dollars.

21.2 This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.
21.3 Any failure by either party to insist upon strict performance by the other party of any provision in this Agreement will not be taken to be a waiver of any existing or future rights of that party in relation to the provision.

21. 4 If any provision of this Agreement is invalid, illegal or unenforceable, this Agreement takes effect (where possible) as if the Agreement did not include that provision.

21.5 The provisions of clauses 4, 10, 12, 14, 15, 16 and 21 survive termination or expiry of this Agreement.

21.6 This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of the Agreement or because that party relies on a provision of this Agreement to protect themself.

21.7 Neither party is liable for any delay or failure to perform their obligations under this Agreement if the delay is due to natural disaster or other event beyond their reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, or strikes or other labour problems.

21.8 This Agreement is governed by the laws of the State of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.