Terms & Conditions

Skilli Pty Ltd A.C.N. 665 114 858 (Skilli) owns and operates the application known as “Skilli” (App).

The following terms of use (Terms of Use) govern your access to and use of the App and the products and services available through the App (Goods and Services).

By using the App and any related Goods and Services, you are agreeing to all of the Terms of Use, current at the time of your use of the App.

Skilli and the App
1. Skilli operates the App as a platform allowing Users to market and connect for Coaching services.
2. Skilli is not involved in the provision of Coaching. Skilli’s service is limited to the introduction, booking, and payment of Coaches services between 2 or more users.
3. Skilli does not undertake to perform criminal, professional or other background searches or validation of identity checks in respect to any User and offers no warranty as to the suitability of a User in respect to any Coaching aspect.
4. Each User must, as a condition of its use of the App, undertake its own investigation and due diligence in respect to any other User and must further satisfy itself of the capacity of the other User to participate in any Coaching before or in connection with a Booking.
5. Skilli may accept or refuse any application by a Coach or Student in its absolute discretion and may discontinue use or access to the App at anytime to any Coach or Student with or without notice to such User if the Coach or Student is found to be in breach of these Terms of Use.
6. Skilli may provide marketing and cross-branding opportunities to other than the Users on the App, and in doing so, shall be entitled to all revenue generated in respect thereto and shall be under no obligation to report such revenue to any User.
7. Skilli makes no warranties in respect to the truth or accuracy of any materials posted in or about a User, Offering, Coaching or Booking on the App, and each User is expected, as a condition of use of the App, to exercise its own reasonable caution in dealing with other Users (including but not limited to permitting such User or Users into his or her own home, providing personal information about him or her and other such other information which would enable a User to make contact with the User outside of the App).
8. Skilli may, but is under no obligation, to settle or deal with disputes between Users.
9. In exchange for the provision of the platform service, Skilli is entitled to the payment of an App Fee in respect to each Coaching between a Coach and Student.
10. Skilli’s right to the App Fee arises once an agreement for Coaching between a Coach and Student is reached, regardless of whether the Booking is completed On App.
11. Each User agrees that it will not take Coaching Off App (i.e. cancel a Booking or refrain from making Bookings in lieu of engaging directly with Coach and Student). Skilli reserves a right to charge the App Fee to either or both of the Coach or Student, where it is discovered that either or both of the Coach or Student have taken Booking Off App with such App Fee determined on the same or similar consideration Skilli would have received had the Booking been completed On App.
12. To the extent that any User or advertiser on the App promotes their own goods or services on the App, they do so in their own right and Skilli disclaims all liability in respect to any loss or damage incurred by any other person in respect to the performance or non-performance of the obligations promoted by such User or advertiser.
13. Except for liability which cannot be excluded by Law, the App is provided on an “as is” basis and without any warranty as to any condition (including but not limited to merchantability and fitness for particular purpose), whether express or implied.
Your Obligations
1. Prior to becoming a User on the App, you agree to:
  1. read and satisfy yourself in respect to the Privacy Policy;
  2. read and satisfy yourself in respect to these Terms of Use;
  3. participate reasonably and honestly with Skilli and the Users; and
  4. comply with the Privacy Policy, Terms of Use and such other obligations and terms imposed from time to time by Skilli for the welfare and protection of the App, Users, Skilli and community at large.
2. On App Obligation (On App):
  1. You agree, as a User, to keep your arrangements for Coaching with any other User, which relationship is established through the App, On App for the duration of your relationship.
  2. You understand that Skilli invests substantial resources in developing, maintaining and evolving the App and it does so on the basis that the relationships established On App will fund Skilli’s costs of providing the App to the public for use.
  3. You further understand that the true “asset” of Skilli is connections formed between Coach and Student on the App.
  4. If you move your arrangement Off App, Skilli reserves the right to claim its App Fee from either or both of the Student or Coach in respect to continuing Coaching which is not otherwise converted to a Booking On App.
  5. The above obligation does not apply to arrangements introduced to the App by Coaches, who move their Students onto the App for convenience of payment, scheduling or other personal reasons. To the extent that a Coach wishes to use the App in this manner, Skilli requests that the Coach provide written notice to Skilli of those Students which the Coach claims to be excluded from the On App Obligation.
3. You must be a natural person, unless Skilli approves your account to be connected to a body corporate, trust or other legal entity.
4. You must market only yourself, and you may not transfer your account or a Booking, without the written approval of Skilli or otherwise in accordance with these Terms of Use.
5. You give to Skilli a royalty free, non-exclusive, unrestricted worldwide license to use all information, images and materials posted to the App by you, including but not limited to the right to use, modify reproduce and adapt any such information, images or materials for any use considered reasonable and appropriate to the Goods and Services offered by Skilli.
6. You must not post or display any information, images or materials to the App which infringe on the rights or cause injury of any kind to any person, and you, as a condition of being a User, indemnify and release Skilli from any and all damages, claims or actions taken against Skilli by any person in respect to such use by you. You are under a continuing obligation to inform Skilli and keep Skilli informed of any claim or threat brought by any person in respect to any post, display or use of the App by you.
7. You must not engage in any Inappropriate Behaviours.
8. You must not, without the consent of the User to which the Confidential Information relates, disclose the Confidential Information in respect to the User to other than Skilli without the express written consent of the User or as otherwise required by Law. This restraint includes, but is not limited to, linking the User’s profile or any identity details in respect to a User to another User’s social media, marketing or other accounts or profiles and/or in publicly communicating the use by one User or another User (except as approved by the affected User in writing).
9. You are obligated to take your own legal and financial advice in respect to the payment and receipt of payment for Credits on the App and you are responsible, if a Coach, for your own tax and legal reporting of income from the App.
10. If you are a Coach, you are obligated to comply with the Insurance Requirements
11. Except as prescribed in these Terms of Use, Skilli is not an agent, partner, employee or other similar relationship with you and you have not authority to bind Skilli or any associated entity or person of Skilli in any arrangement.
12. You assume all risks and you agree to release, indemnify and hold harmless Skilli from any and all loss, claims, liabilities, injury, disputes, damages, costs or alike arising out of in any way connected to your use of the App (including but not limited to dealings with other Users) and/or a breach of these Terms of Use.
Listings, Offerings and Bookings
1. Listings:
  1. Skilli may, in its absolute discretion, determine the order, format and design of any Offering made by a User on the App.
  2. The App design shall be determined and varied from time to time by Skilli in its absolute discretion.
  3. The App space remains the asset of Skilli, and Skilli may, in its absolute discretion, use the App space for affiliate or cross-marketing.
2. Students:
  1. The App may not be used for the arrangement of Coaching for a person who is under the age of 18 years. Students over the age of 18 years may post an Offering on the App seeking the provision of Coaching, and in doing so, may provide such personal information as the Student deems reasonably necessary for the assessment by a prospective Coach.
  2. The Student may revoke or modify an Offering at any time before a Coach accepts the Offering. Notwithstanding, Skilli reserves the right to cancel an Offering prior to or after a Booking if either the Student or Coach breaches a condition of these Terms of Use.
  3. The Student agrees to make all communication in respect to Coaching through the App, or as otherwise agreed in writing by Skilli, the Student and the Coach.
  4. The Student must acquire the Agreed Credits from Skilli at the time of Booking, and must comply with the reasonable requirements of the Payment Provider.
  5. The Student must advise Skilli when the Booking is completed, failing which Skilli shall be entitled to enquire of the Coach as to whether the Booking was completed.
  6. Should the Student wish to dispute the provision of a Coaching on terms of the Booking, then it must do so within 10 days of the Coaching session, failing which Skilli shall be entitled to release the Coaching Fee and App Fee, upon notice of completion by the Coach, without further reference to the Student.
  7. The Student may provide feedback on the App in respect to the Coaching, provided that the feedback is honest, fair and reasonable. Skilli reserves the right to remove any feedback by the Student which it deems to be in breach of these obligations.
  8. All Coaching (current and future) between the Student and Coach must be arranged through the App.
  9. A Student User account cannot be transferred or sold by a Student or any person connected to the Student.
  10. A Student utilising the App agrees to be bound by the Coaching Contract in respect to each and every Coaching between the Student and a Coach (references to Coach is limited to a person identified as Coach on the App, and introduced to the Student through the App).
  11. If the Student utlises the App with its own introduced Coach (being a person who was a coach of the Student without introduction through the App), the Coaching Contract applies in respect to the Bookings completed On App only.
3. Coaches:
  1. Coaches must be 18 years of age or older.
  2. Coaches must be lawfully entitled to work in Australia and with the clientle likely to be the Students, including but not limited to, where applicable, blue cards and such other government standards as shall be necessary.
  3. Coaches must charge all fees in connecting with a Coaching/Booking On App through the Booking function:
    1. any fees charged additional to an original Booking need to be put through On App as an additional Booking between the Coach and Student; and
    2. any fee adjustments in respect to a Booking need to be made On App as a modification of an existing Booking between the Coach and Student.
  4. Coaches may post an Offering on the App offering the provision of Coaching, and in doing so, may provide such personal information as the Coach deems reasonably necessary for the assessment by a Student of Coaching opportunities.
  5. The Coach may revoke or modify an Offering at any time before a Student accepts the Offering. Notwithstanding, Skilli reserves the right to cancel an Offering prior to or after a Booking if either the Student or Coach breaches a condition of these Terms of Use.
  6. The Coach must provide the Coaching on the terms of the Booking in a reasonable manner and must advise Skilli when the Booking is completed.
  7. The Coach agrees to make all communication in respect to Coaching through On App, or as otherwise agreed in writing by Skilli, the Student and the Coach.
    1. Should the Coach wish to dispute the provision of a Coaching on terms of the Booking, then it must do so within 10 days of the Coaching, failing which Skilli shall be entitled to release or withhold the Coaching Fee and App Fee upon notice of completion by the Student without further reference to the Coach.
  8. The Coach may provide feedback on the App in respect to the Coaching of a Student, provided that the feedback is honest, fair and reasonable. Skilli reserves the right to remove any feedback by the Coach which it deems to be in breach of these obligations.
  9. All Coaching (current and future) between the Student and Coach shall be arranged On App.
  10. A Coach User account cannot be transferred or sold by a Coach or any person connected to the Coach.
  11. A Coach utilising the App agrees to be bound by the Coaching Contract in respect to each and every Coaching between a Student (references to Student is limited to a person identified as Student on the App, and introduced to the Coach through the App) and the Coach, excepting as otherwise agreed in writing by Skilli.
  12. If the Coach utlises the App with its own introduced Students, the Coaching Contract applies in respect to the Bookings completed On App only.
4. Skilli Offerings:
  1. Skilli may, without the request of a Student or Coach, submit an Offering for Coaching inviting Students and Coaches to engage in negotiations.
  2. Skilli may invite any Student or Coach to participate in the Offering.
  3. Once the Student and Coach agree to the Offering, the Coaching shall be subject to a Booking and each party shall be subject to the obligations shown in clauses and .
Credits
1. Credits are the method of exchange used in the App for payment for Coaching between a Student and Coach, as well as the App Fee payable to Skilli.
2. Credits are available from Skilli’s Payment Provider.
3. In so far as applicable to the Payment Account, the terms at https://stripe.com.ssa are incorporated into these Terms of Use
4. If Skilli changes its Payment Provider, the User may be asked to agree to the further terms of such other provider(s) and if the User does not agree, Skilli may offer alternate payment methods.
5. Credits and are not refundable or redeemable for cash by any User, except as otherwise submitted for a refund and then, only in the original payment method by the User.
6. Credits cannot be transferred or exchanged between Users, except on the terms shown in these Terms of Use.
7. The User acquiring Credits is responsible for the protection of the Credits, and excepting as otherwise restricted by Law, Skilli shall bear no liability for any loss or damage to the Credits of a User.
Unacceptable Behaviours
1. As a condition of use of the App, you warrant that you will not engage in any of the following behaviours on the App or with any party affiliated with the App (including but not limited to a Student or Coach):
  1. transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
  2. apply for or hold more than one User account (except where approved in writing by Skilli);
  3. hack into any aspect of the App or corrupt data on the App;
  4. maliciously interrupt the purchase of Goods and Services from the App;
  5. send any unsolicited advertising or promotional material;
  6. attempt to affect the performance or functionality of any facilities of or accessed through the App;
  7. abuse or discrimination of any person based on race, sex, creed or religion;
  8. harass, bully, troll or otherwise act aggressively to any other User;
  9. commit fraud, theft or vandalism;
  10. engage in dishonest or disreputable conduct, including but not limited:
    1. describing your capabilities, qualifications, associations or other personal details as a User;
    2. providing inaccurate or unreasonable reviews of other Users;
    3. giving false representations in respect to Offerings (including but not limited to accepting Offerings without the intention of completing the Coaching in accordance with the Booking and/or posting Offerings without the intention of acquiring the Credits necessary for the Booking);
    4. use of the App as a platform for an unrelated purpose (being other than to obtain or provide Coaching);
    5. abuse of advertisers or other affiliates of Skilli;
    6. failing to complete Bookings On App; and/or
    7. misuse of dispute resolution processes and/or other Goods or Services offered by Skilli, and

a User engaged in any of the above will be subject to immediate suspension on the App with or without prior notice to the User, with Skilli’s rights reserved in respect to the App Fee otherwise.

1. You acknowledge that Skilli will report any criminal conduct by you to the relevant law enforcement authorities and disclose your identity to them.
Coaching Disputes
1. If either User disputes the adequately or reasonableness of a Coaching, Skilli shall be entitled to retain the Agreed Credits for such time as is reasonably necessary to investigate and consider the complaint.
2. In dealing with a Dispute, Skilli may require the Student and/or Coach to provide such materials and information necessary to enable Skilli to assess the Coaching:
  1. if Skilli determines the Coaching to have been provided in accordance with the Booking after completion of its investigation, Skilli shall be entitled:
    1. to provide notice to the Student and Coach of its determination;
    2. to release the Coaching Fee to the Coach on the provision of an indemnity and release by the Coach in favour of Skilli;
    3. to retain the App Fee; and
  2. if Skilli determines the Coaching to not have been provided in accordance with the Booking after completion of its investigation, Skilli shall be entitled:
    1. to provide notice to the Student and Coach of its determination;
    2. to refund to the Student such of the purchase monies in respect to the Agreed Credits as shall otherwise reflect the Coaching Fee on the provision of an indemnity and release by the Student in favour of Skilli; and
    3. to retain the App Fee.
3. Skilli may refuse to allow either the Student or Coach to make use of the App whilst a dispute is in process and/or as a result of a finding of a dispute.
Cancellations
1. If the Booking is cancelled for any reason (including but any or all of the Coach, Student or Skilli under its rights shown in these Terms of Use) prior to the commencement of the Coaching which is the subject of the Booking, then if Skilli is reasonably satisfied that the Agreed Credits should be refunded to the Student, then those Credits will be refunded to the Student and a Cancellation Fee will be due to Skilli by the Student or Coach for which the cancellation of the Booking is attributable to.
2. If the Booking referred to in clause :
  1. is cancelled by the Student, the Cancellation Fee shall be retained from the Agreed Credits with the balance refunded to the Student;
  2. is cancelled by the Coach, the Cancellation Fee shall be payable on demand to Skilli by the Coach, or Skilli may, instead accept to retain so much of the future Coaching Fees payable otherwise to the Coach to fully pay the Cancellation Fee to Skilli, with the balance otherwise payable to the Coach.
3. A cancellation of a Booking referred to in clause shall be deemed against:
  1. the Coach where:
    1. the Coach and Student mutually agree to cancel the Booking;
    2. the Coach fails to provide the Coaching on the terms of the Booking, causing the Student to cancel the Booking;
    3. the Coach cancels the Booking; or
    4. the Booking is cancelled due to a breach of these Terms of Use by the Coach;
  2. the Student where:
    1. the Student cancels the Booking (other than in accordance with clause ); or
    2. the Booking is cancelled due to a breach of these Terms of Use by the Student.
4. Any refund of Credits to a User shall be made to the method used by the User in the acquisition of the Credits, except as otherwise agreed by Skilli and the User.
5. If Skilli transfers any amount to a User, in circumstances in which it is later discovered the User should not have received the payment, the amount paid shall be a debt due and payable by the User to Skilli upon demand.
6. Any other amounts payable or claimable by one User against another User, other than as above described, shall be a private arrangement between the respective Users and Skilli shall have no responsibility to either party in the circumstances.
Insurance Requirements NEED TO DISCUSS FURTHER
1. Each Coach must have and maintain public liability insurance and malpractice insurance to cover all foreseeable risks associated with providing Coaching, and must, if requested, provide a copy of the insurance and such other information as may be required by Skilli to enable Skilli to confirm the adequacy of such coverage.
2. Skilli may, in its absolute discretion, set the minimum insurance requirements for a Coaching type or a particular Coach and the Coach must comply with those obligations as a condition of access to the App.
Access to the App
1. Access to the App is permitted on a temporary and limited basis for the purpose of browsing the App and interacting with Users.
2. Skilli reserves the right to withdraw or amend the App and any Good or Services listed on the App without notice.
3. Skilli will not be liable if for any reason the App is unavailable at any time or for any period.
4. From time to time, Skilli may restrict access to some parts or all of the App.
Amendments to the Terms of Use
1. Skilli reserves the right to amend these Terms of Use from time to time at its discretion (Amendments). Amendments will be effective immediately.
2. Where practicable Skilli will endeavour to notify you of the Amendments.
3. Your continued use of the App following any such Amendments will represent an agreement by you to be bound by the Amendments.
4. We suggest you check the Terms of Use regularly to ensure you are aware of the most up to date terms.
Linked Sites
1. The App may contain links to other applications, accounts or websites (Linked Sites), which are not operated by Skilli.
2. Skilli has no control over the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of the Linked Sites.
3. Your use of the Linked Sites will be subject to the Terms of Use and service contained within each such Linked Sites, if any.
Linking to the App
1. You may link to the App, provided you do so in a way that is fair and legal and does not damage Skilli’s reputation or take advantage of Skilli, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on Skilli’s part where none exists.
2. You must not establish a link from any app, account or website that is not owned by you in association with the App.
3. The App must not be framed on any other app, account or website, nor may you create a link to any part of the App other than the landing page.
4. Skilli reserves the right to withdraw linking permission without notice.
Privacy policy
1. Skilli’s privacy policy, which sets out how we will use your information, can be found at INSERT HERE.
2. By using the App, you consent to the processing described the privacy policy and warrant that all data provided by you is accurate.
Intellectual property, software and content
1. The intellectual property rights in all software, the Goods and Services and App content (including photographic images) made available to you on or through the App remain the property of Skilli or its licensors and are protected by copyright laws and treaties around the world.
2. Skilli and its licensor (where appropriate) reserve all such rights.
3. You may store, print and display the content supplied solely for your own personal use.
4. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on the App nor may you use any such content in connection with any business or commercial enterprise.
Disclaimer of liability
1. Subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law (ACL), the material displayed on the App is provided without any guarantees, conditions or warranties as to its accuracy.
2. To the fullest extent permitted by law, Skilli hereby expressly:
  1. disclaims liability and excludes any warranties whatsoever in respect to any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your electrical equipment, programs, data or other proprietary material due to your use of the App or to your downloading of any material posted on it, or on any Linked Sites;
  2. excludes all warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute Goods and Services, arising out of or related to the use, inability to use, performance or failures of the App or the Linked Sites and any materials posted on those sites, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
3. Except where prohibited or limited by the ACL, the limitation of liability due for a breach of the Terms of Use by Skilli in respect to a User shall be equal to the lesser of the sum of $500.00 AUD or the total App Fee paid by the User or in respect to a User to Skilli in the 12 months preceding the claim by the User.
4. This disclaimer does not affect Skilli's liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under the ACL or other law.
Disclaimer as to ownership of trademarks, images of personalities and third party copyright
1. Except where expressly stated to the contrary all persons (including their names and images), third party trademarks and content, services and/or locations featured on the App are in no way associated, linked or affiliated with Skilli and you should not rely on the existence of such a connection or affiliation.
2. Any trademarks/names featured on the App are owned by the respective trademark owners. Where a trademark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to Skilli.
Indemnity

In addition to all other grants under the Terms of Use, you agree to indemnify, defend and hold harmless Skilli, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages or costs (including, but not limited to, legal fees) arising from your use of the App or your breach of the Terms of Use.

Notices
1. Excepting as otherwise prescribed in these Terms of Use, any notice required to be given must be by registered ordinary post or by email to Skilli’s contact address as displayed on the Skilli App, or to a User’s contact address as provided at registration or provided to another User through the App otherwise. Any notice given shall be deemed be given:
  1. if provided by email, then 24 hours after the email is sent, unless the sender is notified the email was undeliverable or the email address was invalid; and
  2. if posted, then 5 Business Days after the date of posting if sent within Australia to another Australian address, or otherwise 10 Business Days after the date of posting if sent otherwise.
2. If notice is required to be given by the Payment Provider or other advertiser of the App by other than the above methods, then the notice must be as prescribed in those requirements.
Invalidity
1. If any part of the Terms of Use is/are unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Use will not be affected and all other clauses remain in full force and effect.
2. So far as possible where any clause/subclause or part of a clause/subclause can be severed to render the remaining part valid, the clause must be interpreted accordingly.
3. Alternatively, you agree that the clause must be rectified and interpreted in such a way that closely resembles the original meaning of the clause/subclause as is permitted by Law.
Termination
1. Other than as otherwise prescribed in these Terms of Use, either a User or Skilli may terminate the access and arrangements between them, provided that Skilli shall be entitled to the App Fee in respect to all Bookings up to and including the date of termination.

NEEDS MORE WORK – NEED SOLUTION IF THEY CANCEL USE OF THE APP AND CONTINUE TO BOOK.

Other Matters
1. A rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of the Terms of Use.
2. This Agreement is governed by the laws of the state of Queensland and the Commonwealth of Australia.
3. You agree to the exclusive jurisdictions of the courts of Queensland and the Commonwealth, as situated in Brisbane (or as applicable in the state of Queensland).
4. Skilli shall have all rights to assign its rights and obligations under the Terms of Use; however, the rights of any User to an assignment are subject to Skilli’s written consent.
5. If your access to the App is suspended or terminated by Skilli for any reason, you shall be disqualified from applying for further access to the App.
6. Skilli has the right in its absolute discretion at any time and without notice to amend, remove or vary the Goods and Services or any section of the App.
7. We operate a complaint handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments. Complaints should be sent to info@skilliapp.com.au.
Definitions and interpretations
1. The definitions generally referred to in these Terms of Use are as follows:
  1. Agreed Credits is the consideration payable by a Student in respect to Coaching, which is broken down between the Coaching Fee and the App Fee;
  2. App means the Skilli app;
  3. App Fee: means the percentage or part of the Agreed Credits retained by Skilli for the use of the App;
  4. Booking is the binding contract formed upon the acceptance of an Offering for Coaching by a Coach and Student in exchange for the payment of Agreed Credits;
  5. Business Day means a day that is not a public holiday or a weekend in Brisbane, Queensland;
  6. Cancellation Fee: means
  7. Coach: a person offering mentorship to a Student in respect to a Skill for a fee;
  8. Coaching: the provision of mentorship in a Skill by a Coach for a Student for an agreed fee;
  9. Coaching Offer: means an Offering posted by a Coach to provide Coaching;
  10. Coaching Contract has the meaning shown in Appendix A;
  11. Coaching Fee: means the percentage or part of the Agreed Credits payable to the Coach for the Booking;
  12. Confidential Information: means the Sensitive Information in respect to a User and/or such of the Private Information of a User communicated by a User to be “confidential”;
  13. Completed Obligation: means the provision of Coaching by a Coach on behalf of a Student pursuant to a Booking;
  14. Credits is the form of currency payable by the Student to Skilli and a Coach in respect to the use of this App and Coaching, and is acquired from the Payment Provider through a Payment Account;
  15. Personal Information: means all information provided by a User on the App in respect to themselves, their capabilities, their requirements, their circumstances, their requirements and/or such other information as is posted by a User from time to time on the App or contributed to the App on behalf of any other person or entity (including a Coach) about another User.
  16. Offering: the offering for Coaching by a Coach or the request for Coaching by a Student at a fee;
  17. Off App means communication, negotiations, payments and other arrangements made by a User on or with any method of communication by a User other than the App;
  18. On App means communication, negotiations, payments and other arrangements made by a User on the App;
  19. On App Obligation: has the meaning given in clause ;
  20. Inappropriate Behaviours: has the meaning given in clause ;
  21. Insurance Requirements
  22. Law: means a statute, regulation, ruling, determination, direction or other lawful direction or prescription by any governmental body or governing body in Australia and/or the States and Territories thereof;
  23. Listings: means the posting by Skilli of the Coaching Offers and Student Offers, in such form and manner as determined in the absolute discretion by Skilli from time to time;
  24. Minor Person: means a person under the age of 18 years of age;
  25. Payment Account: has the meaning given in clause X;
  26. Payment Provider: has the meaning given in clause X
  27. Privacy Policy: means the privacy policy issued from time to time by Skilli;
  28. Sensitive Information: means information which is maintained by the App in respect to a User which is not made available publicly on the App;
  29. Skill: the mentorship skillset offered by a Coach to a Student in respect to a sport, endeavor or other pursuit;
  30. Student: a person requesting mentorship from a Coach in respect to a Skill for an agreed fee;
  31. Student Offer: means an Offering posted by a Student to receive Coaching;
  32. Users: includes references to Coaches and Students.
2. Unless the context requires otherwise:
  1. a reference to a person includes a corporation or any other legal entity;
  2. the singular includes the plural and vice versa;
  3. headings are for convenience and do not form part of these Terms of Use or otherwise affect the interpretation of these Terms of Use;
  4. the term "includes" (or any similar term) means "includes without limitation"; and
  5. a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

Version Date: INSERT

APPENDIX A: COACHING CONTRACT

The Coach and Student enter into this Coaching Contract, and where a term is capitalised, it is to be read with the definition prescribed in the Skilli Terms of Use:

The Coach’s Promises
1. The Coach has read and agrees to be bound by Skilli’s Terms of Use.
2. The Coach agrees to provide the Coaching to the Student on the terms of the Booking.
3. The Coach warrants that it has the skills, experience and competency to provide the Coaching to the Student, as represented by the Coach on the Skilli App (including but not limited to communications between the Coach and Student up to and including the Booking).
4. The Coach will keep all Sensitive and Personal Information about the Student private and confidential, except as permitted in writing by the Student.
5. The Coach will not make public the Coaching of the Student, except as permitted in writing by the Student.
6. The Coach will participate fairly, reasonably and honestly in any claim or dispute raised by the Student with Skilli.
7. The Coach will not assign the Coaching to any other person, the Coaching being a personal service to be provided by the Coach to the Student.
8. The Coach relies on the Student’s Promises.

The Student’s Promises
1. The Student has read and agrees to be bound by Skilli’s Terms of Use.
2. The Student agrees to participate in the Coaching on the terms of the Booking.
3. The Student will keep all Sensitive and Personal Information about the Coach private and confidential, except as permitted in writing by the Coach.
4. The Student will not make public the Coaching by the Coach, except as permitted in writing by the Coach.
5. The Student will participate fairly, reasonably and honestly in any claim or dispute raised by the Coach with Skilli.
6. The Student will not assign the Coaching to any other person, the Coaching being a personal service agreed to be provided to the Student by the Coach.
7. The Student agrees to refrain from disputing the payment of the Agreed Credits with any third party payment facility, and if a dispute arises in respect to a Booking, the Student agrees to the management of the dispute in accordance with Skilli’s Terms of Use.
8. The Student relies on the Coach’s Promises

Skilli and the App
1. The Coach and Student recognise that Skill and the App are facilitators and have no independent obligation to either the Coach or Student to oversee the provision of the Coaching and/or to assess the adequacy of the Coaching.
2. The Coach and Student agree that Skilli is entitled to the App Fee upon agreement by the Coach and Student for the provision of Coaching, regardless of whether that Coaching is ultimately completed as a Booking on the App.
3. If the Coach and Student were introduced through the App, the Coach and Student agree that all future arrangements for Coaching between them will be made through the App.

Completion and Payment
1. The Student will ensure that the Agreed Credits are acquired from the Platform Provider and that the Student does not dispute the payment thereof with its payment provider.
2. The Student and Coach agree to advise Skilli upon the Booking completion within 10 days.
3. If either party gives Skilli notice of the Booking completion within 10 days and the other party does not dispute the Coaching as being completed in accordance with the Booking, Skilli may, without further notice to either the Student or Coach, release the App Fee and the Coaching Fee and conclude the Booking completed at its own discretion.

Disputes
1. The Student and Coach agree to comply with the Dispute Resolution process prescribed in the Skilli Terms of Use in respect to any matter related to the payment of the Agreed Credits.
2. Any dispute between the Student and Coach, other than in respect to the release of the Agreed Credits between Skillli and the Coach, are a private matter and are to be dealt with between them without the involvement of Skilli (except as otherwise requested by Skilli). Notwithstanding, the Student and Coach are to give notice to Skiilli of the dispute and give Skilli the opportunity to participate or have continuing notice of the proceedings.

Termination

Termination shall be determined when the Student and Coach suspend all Coaching (including, but not limited to those shown in a Booking).

Limitation of Liability
1. Except for liability which cannot be limited by the Law (including the ACL), the parties exclude all consequential loss arising out of or in connection with a Booking, a claim by any other person in respect to a Coaching or performance of a Coaching or otherwise in respect to this agreement, even if the party which caused the breach knew or should have known the loss was a foreseeable risk.
2. Subject to any limitation imposed by Law, the liability of a party to another party, shall be capped at the currency value of the Agreed Credits payable by or to a party in respect to the Coaching (which includes, but is not limited to, the payment of the ongoing App Fee payable to Skilli in respect to continued Coaching which is made Off App between the Student and Coach).